Rise of the Predacons
by Forsaken and Darklost
Summary: Airachnid has escaped and in the process captured the only human to thwart her, Jack Darby. But rather than kill him, she has devised a more sinister plan for him. One that will forever change the outcome of the Cybertronian War...For the Shadow of the Predacons has fallen upon the earth. Rated-M for good reason, so reader to warned. Pairings: Jack/Airachind...maybe Jack/Arcee.
1. Chapter 1

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **I thought to try something a little different. In a strange twist of events what if Jack somehow ended up with his archnemesis Airachnid? I've seen some very promising fanfics in which Jack ends up with Arcee, and the few that are out are entertaining, the writer in me can't help but think…what if? So here's the result of my twisted imagination warping the Transformers Prime-verse…I warn you now, this is M-rated for a very good reason as it carries adult material, heavy violence, crude language, so if you are underage or this is not your type of fanfiction, then stop now and find one that is more to your likening and more appropriate for you. Now with that all said and done, let's spin this tale of darkness…

**xXx**

_**Rise of the Predacons**_

**Chapter 1**

He was there again. Staring up at the stasis pod that contained one of the universes most deadly and vicious beings to ever exist. By all rights he should keep far away from this creature as much as possible, for he knew that if she ever escaped; his life would be the first she would seek out. She was his arch-enemy by every sense of the word since she first came to earth to hunt down his species like wild animals for her sick pleasure. He proved to be more of a challenge to her when she tried hunting him. It cost her the destruction of her vessel as he himself blew it up in hopes of catching her in the blast to end her Spark. Sadly, it did not work as well as he'd hope and gained only her eternal wrath upon his life.

This same being tried to avenger her wounded pride when she sought out his mother and used her as bait to lure him and his Autobot partner into a trap she concocted just to get at him. He had every reason to despise her existence and even feel justified if it came down to ending her life. He knew his family, his friends, and his partner would all be safe if she did not exist in his life anymore.

That was why Jack Darby could not understand why he had been spending so much time watching her frozen status within her stasis pod. The look of panic had frozen over her face just as she was locked in stasis after accidentally letting herself get trapped in the pod during her fight with his partner, Arcee. He was the first to admit he felt very much relieved that she was out of the picture, at least for the time being. She wasn't roaming out there somewhere plotting her next course of revenge on his or his mother's life. But something about the look in her optics made him wander about this psychotic spider-bot.

He didn't have to worry about being caught right at this moment. Everyone was too concerned about Bulkhead's recovery after his mission to retrieve an artifact that later was revealed to be a vile container for a poison called Tox-En. In the process of his mission he had destroyed it and forever prevented it from falling into the hands of the Decepticons, but overexposure to Tox-En had left him weak and in his return to the base, he was blasted in the back by an Insecticon by the name of Hardshell.

Jack was worried that the ex-Wrecker may not pull completely through after this last mission. He had taken too much punishment and the grim look on the Autobot's Medic, Ratchet, did not feel him with any confidence. He wanted to be there with his friends and help give his support, but Ratchet had ordered everyone, especially Miko, Bulkhead's human partner, to stay away while he operated on the downed Autobot. Miko was in a devastated state right now as she worried over her Autobot guardian. She had shown she deeply cared for Bulkhead's safety and could not stand to see him hurt. In these moments, she was like any other person and cried for the suffering her friend had to bear. It was little to no surprise when she left to grieve, or so everyone thought until Wheeljack returned to the base, damaged some, and with an even grimmer Miko at his side.

No doubt, she took care of the Insecticon that hurt her partner…she could be very scary when she wanted to be. There was no bluffing to her anger and she proved just how serious she really was after the incident with Hardshell. Since then, though, she had fallen silent and would hardly speak to anyone as she sat upon the chest of her guardian, praying that he would regain consciousness soon.

Raf took it pretty well for a boy his age; at least that was how he appeared to Jack. Raf busied himself with his computer and spending time with his Autobot guardian, Bumblebee to help pass the time. His own guardian, Arcee, was out on patrol at the moment, too wound up by the stress to stay still and needed to go for a ride alone to clear her thoughts. He wasn't sure where the leader of the Autobots was. Optimus Prime had a habit of wandering off on his own more than anyone on the team and his thoughts were always his own.

"Hmm, I guess Prime must be grieving in his own way," Jack murmured to the frozen femme Decepticon. "You'd probably be smirking at our suffering if you could or were aware of what was going on, huh?"

"There was a time where she would not and feel as pained as we all do at this time," a powerful, aged voice spoke up, snapping Jack from his musing.

The Prime he had just been thinking about walked into the lab and over to Jack. "I am curious to find you here, Jack."

"I keep telling myself that every time I see her like this…" Jack admitted without hesitation. He had no reason to lie to Optimus as he trusted the alien robot too much after all they've been through. He looked up suddenly at the Prime with a curious expression. "What do you mean there was a time?"

"She, like many of the loyal minions that now wear the badge of the Decepticons…was originally, an Autobot," Optimus Prime said sadly.

Jack fumbled up to his feet and pointed at the deadly spider-bot. "You mean she was good guy before?!"

"Indeed she was, Jack. She was not always the cruel being you know her now as. Her fall into darkness happened eons ago…just after the rise of Megatron and his Decepticon army. She was a promising Cybertronian Academy recruit, the brightest amongst her peers and she went by another name at that time…Elita-1," Optimus Prime explained with the same sorrowful expression. His optics lowered in shame from the stasis pod.

"Her name was…Elita-1? B-But why are you telling me this, Optimus?" Jack asked in wonder.

"Because you seemed to be wondering about her past. I have noticed that you have been sneaking in here to study her, and I can only assume it's because you feel there is more to her than meets the eye," Optimus Prime replied soundly, as he always did with any given situation.

"I guess that's true. Don't tell Arcee, okay? If she felt I was in the slightest bit curious about Airachnid, she's tan my hide!" Jack pleaded with the Autobot leader.

Optimus nodded. "I will not tell her, Jack, you have my word."

"O-Optimus…how…how did Airachnid become a Decepticon?" Jack asked curiously.

"…She was betrayed…by her fellow Autobots," Optimus Primus said stoically, his optics now averting away from the stasis pod and then he suddenly started to depart.

"W-What?! Why?" Jack exclaimed in shock.

He did not receive an answer as the Prime continued his silent match away from the lab, leaving as quietly as he entered.

Jack just stared at the back of the Prime. He could not believe his ears. She became a Decepticon because she was betrayed by her comrades? By other Autobots? That was just a bit too much for him to coop with, but then again he had to remember that he only met a handful of Autobots and all of them may not be as good as he once thought. It oddly made him wonder even more about the spider-bot and why she was the way she is now. He looked up at her and for a moment, he could have sworn he saw rage flare in her blank optics.

"It must of have been a traumatic experience for you, huh, Airachnid? To be betrayed by your own friends like that…it's no wonder you always want to be alone," Jack remarked to himself as he walked up to the pod and touched it. "I'm not saying this out of pity and you can't hear me anyway because you're shut down, but maybe if you hadn't been betrayed…you and I could have become friends or something like that…If you were, I'd never would let anyone betray you."

He started to get tired then and felt it was time he should be heading home. There had been a lot of stress for everyone and he knew his mom would start worrying if he wasn't home soon. He looked up once more at the frozen Decepticon and once again thought he saw something reflect in her optics, only to shrug it off as a trick of his tired mind and turned away from her to leave.

It took little time for him to get back home after he called Arcee back to base for a ride home, during which he had been oddly silent. It worried her that he seemed so deep in thought and could not guess what was troubling her partner. Whatever was on his mean, she knew he would sooner or later tell her, and if he didn't, she'd drag it out of him if she felt it was becoming a serious issue. So she drove him home and respected his silence, wishing him a good night as she parked herself in the garage and settled herself for another quiet, dull night.

Jack quickly got himself ready for bed and crashed as soon as his head hit the pillow, feeling relieved that he could finally get some rest.

**xXx**

He was awoken by his mother suddenly. She stormed into his room and shook him awake. "Jack! Jack! You need to wake up! There's been an emergency!"

Even in his hazy state, Jack bolted awake and looked up at her. "Why? What's happening, mom?"

"It's that robot spider woman! The one that kidnapped me to get to you…she escaped!" June quivered in fear.

All the blood ran out of Jack's face. "…H-How?!"

"I don't know! Optimus just called me and said that she somehow got free of her prison and got out of the base! What's more, she now knows the Autobot's location!" June exclaimed in fright.

"Was anyone hurt!?" Jack asked in panic.

"No. Strangely, she left without causing any harm to anyone," June said, sounding as surprised as he was about the news. "They found her stasis pod open and she was nowhere in sight."

"B-But how could she have gotten loose? There's no way she could have unless someone actively set her free," Jack remarked, hoping out of bed. "Is Arcee still here?"

"No, she left to go help the Autobots in case she was still around and waiting to attack them. So far, nothing. But because she knows their location, Agent Fowler is already working on setting up a new base for them before they're attacked," June explained.

"Humph, wouldn't be surprised at that. She would take advantage of that bit of knowledge and use it to get back at them, especially at Arcee," Jack murmured mostly to himself.

"And you, Jack…remember, she's got a grudge against you," June reminded her son. She still could not forget that night she was used as bait to trick her son to risk his life. The nightmares of that night were only now starting to fade away.

"Right now, she's got an even bigger grudge against Megatron for trying to scrap her," Jack retorted, sitting back down on the bed.

"Whatever the case, you need to lay low until the Autobots finish setting up their new base. I think its best that you just got back to your normal routine anyway. You need this time to grow up normally, Jack," June said.

"There's nothing normal if Megatron ever wins the war, mom. But…you're right. There's nothing I can do until Arcee comes and gets me anyway, so there isn't much else I can do," Jack relented.

"That's more like it. You're thinking with better sense now," June smiled, happy to hear her son finally was starting to understand he was better off away from his alien friends. It was just too dangerous to be around them and she nearly died of a heart attack when he was sent off to Cybertron to collect from the whatever they called it to restore Optimus Prime's memory. The screams of that Insecticon only gave her new nightmares to dream about. She shuddered some but tried to keep from showing it to her son. "Okay, kiddo. Time to get back to bed. You've got school tomorrow and I don't want you to be too tired."

"All right, mom. Goodnight," Jack replied with a smile that really didn't reach his eyes.

She apparently didn't notice as she was too happy that he wouldn't be wandering off to that cold, dangerous base anymore; at least for some time the disappointed look in her son's eye. He might think he was ready to fight in war, but she knew better. He was too young, naïve to the world, he needed to grow up more to realize he didn't belong in a war with transforming robots. If her luck held out, he might never get to go to this new one they were building. She wondered if she could talk to Agent Fowler and get him to help her with that. She kissed his forehead and said her good nights and left his room.

Jack sighed in grief and laid back down on his bed. He knew his mother worried about him and he understood her reason, but it got on his nerves some as she was just a little too overprotective. She saw this as a great opportunity for him, but all he saw from this was the trouble that would no doubt follow.

_How did she escape that pod?_ Jack thought to himself.

It left him worried how she may have gotten out and it quickly dawned on him that once again he would have to watch his back, more so than he had when he first learned about the Decepticons. There was simply no telling what would happen now that she was free again…

He was so wrapped up in his thoughts that he never saw the silhouette that danced over his window. A familiar horn-crested shadow leaned down to gaze into the window as a pair of purple-glowing optics bore down on him with a strange, curious gleam in them.

"Found you…" she smiled to herself, exposing the metallic fangs that she possessed.

Jack snapped is head to the window to see Airachnid staring right at him. He did not have much time to scream when her hand broke through the window and snatched him up.

"Shush, my Jack…this'll all be over soon," she said huskily at him as she pulled him out of his room and jabbed the side of his neck with one of her scalpel-like fingers and injected him with a chemical compound to render him unconscious and easy for her to handle. He only got out a short scream of pain before he blacked out.

The scream must have been loud enough as June came storming back into his room, only to find the broken window and the femme Decepticon looking back at her before she winked.

"Bye-bye, dear mom," Airachnid chuckled darkly as she transformed herself into her silent helicopter mode, having stuffed Jack into the cock-pit of her vehicle mode when she did, and then flew off into the night.

June ran to the ruined window frame and screamed out for her son. "_JAAAACCCCKKKK!"_

**xXx**

Something stirred him awake from the dreamless slumber that was forced on him. He had no idea what was going on, feeling dizzy and restricted by something all around him. Then his frizzled mind started to remind him of what had happened to him and he shot his eyes up wide and scared as he looked around to see he was in foreign surroundings. He tried to move but all that did was alert him that he had been tied up in a web-like substance that he was all too familiar with.

"Ah, scrap…" Jack groaned as he swung around helpless in the cocoon of webbing.

He was hanging from a ceiling and almost his entire body was wrapped up in the constricting webbing, only his head was free to move around and what he was able to see only made him shudder. He was in a cavern, a deep, dark one if he had to guess as there were no signs of an exit of the outside, just a cavern with tunnels that stretched out to who-knows-where. He did quickly note that the cavern was full of energon crystals and their dim glow provided him with some source of light, which was what aided him in showing him where he was.

"Ah, I see you're finally awake, my Jack…excellent."

"Oh, man..." Jack moaned as he looked up to see Airachnid hovering over him on a thread of her own webbing, looking straight down at him and smiling evilly.

"What, not happy to see me?" Airachnid teased as she brushed a few stray locks of his hair back with one of her spider-like appendages.

That must have been what had woken him up he deduced and cringed that he had been that vulnerable to her. "Let's not kid ourselves. Last time we saw each other wasn't a good time for either of us."

"You hit the mark on that, my sweet," Airachnid smiled as she lowered herself and turned right-side up with the remaining spider-legs she possessed. Two of them had been damaged and sliced off just before her final capture. It appeared that not much time had gone by if those two legs had yet to be repaired.

He wondered if anyone knew where he was and if they were coming to rescue him. Without Arcee he was as good as dead before his arch-nemesis. "So this is where you finally settle your score with me?" Jack said bluntly, feeling that maybe he can buy some time if he stalled her with idle chatting.

"If you are referring to me taking your head!" Airachnid hissed, rising one of her spider-legs up to his throat, only to giggle and pull it back after he flinched slightly from the blade at the end of her leg. "…Not quite what I had in mind for you, my sweet, dear Jack."

"Well, if you're not gonna take my head, then what do you want with me?" Jack asked, already berating himself for asking such a stupid question. He could guess easily what she had planned for him and it ended with him bleeding all over the place and being left for worse after she was done.

"A fair question, Jack. One that I will soon explain," Airachnid said as she leaned in close and he could have sworn he heard her sniff him. "Mmm, has Arcee ever told you that you have a delicious scent, Jack? No? Well you do…and it's very alluring."

It was then that Jack noticed something that he never expected to see in her eyes: attraction.

"J-Just what are you up to, Airachnid?" Jack growled at her but his voice didn't carry the strength as he had wanted.

"Quite simple, Jack…I want you to be…mine," Airachnid said huskily as she pulled his cocooned frame up against her chestplate.

"W-Whoa! Wait a minute! What's the deal here?!" Jack freaked out saying.

"You…intrigued me, Jack. Ever since I first laid my optics on you. At first, you seemed a fun way to once more hurt that annoying Autobot, Arcee. But then you made me angry when you destroyed my only means of getting off the wretched dirt ball, along with some of my favorite trophies. I won't lie that I wanted to hurt you and make you suffer for the humiliation you put me through, but then…that all changed after you started talking to me," Airachnid revealed as she started petting his hair tenderly.

"Talked? We never talked," Jack said firmly as he looked right into her glowing optics.

"Oh, but we did. It was one-sided, of course, but we did talk, Jack…every time you came and visited me in my stasis-pod," Airachnid purred as she continued to stroke his hair. "Such fine material this hair of yours is. I never would have imagined it would feel so soft."

"Hold on! You…You heard everything I said?" Jack said worriedly.

"Every…single…word," Airachnid said, tapping him on the nose with each word.

"How's that possible? You were in stasis and by all accounts should have been shut down," Jack shouted in disbelief.

"That is true…were I completely inorganic, but a part of me isn't, Jack. Some of my structure is made up of techno-organic material and even when frozen, I have ways of being aware of my surroundings, so I did indeed hear you, my sweet," Airachnid explained simply.

"Uh, okay…and would you stop petting me? It's really freaking me out," Jack replied.

"Hmm, would this be more comfortable for you?" she said as she cut him loose from the one strand of webbing he was hanging from and laid his cocooned body on top hers as she laid down on her back.

"Okay…officially getting more and more freaked out now," Jack mumbled under his breathe.

Airachnid laughed deeply. "You are amusing, Jack, and it is very hard to make me laugh like this. It's just one of the qualities of why I've chosen you to me mine…and only mine."

"I feel so honored," Jack barked sarcastically, but then he looked up at her with puzzled, angry eyes. "So I'm gonna be some sort of pet for you, eh? A trophy to wag in front of Arcee's face."

Airachnid flared some at the mention of his partner's name. "That femme bot is clueless to what Autobots really are like! And to your first question, my Jack. No, you aren't going to be just a pet. You have too much potential to be wasted. Potential that was going unnoticed by everyone around you."

"Oh yeah? What makes you say that?" Jack said.

"Just our previous encounters alone have proven that you are more of a bot than any of them ever could, and being such a pure organic creature, you have done more than they could ever have hoped to achieve," Airachnid answered, her hand once again petting his hair. "You've managed to become a constant thorn to all your enemies and none of them have ever been able to get rid of you."

"Until now…" Jack reminded.

"You still don't understand what's going on here yet do you?" Airachnid said with some impatience.

"Look, whenever we've talked, it's always with you threatening to kill me or hurting those that I care about. The fact that I'm not dead yet has clued me in that you are keeping me alive for a reason, but whether it is good for my health or anyone I know hasn't been determined yet. For all I know right now, you could be just toying with me while waiting for the Autobots to show up so you can kill me in front of them, mainly to break Arcee again. So forgive me if I'm not able to pick up on any other clues here, lady!" Jack practically shouted at her.

He expected to be impaled right there and now after his outburst. At the very least cause him suffering for being so defiant. All she did was look at him seriously and sighed before grinning some.

"How in this messed up universe have I come to have fallen for such a frustrating little creature like you?" Airachnid said to herself and acted out dramatically as she tilted her head back and placed the back of her hand on her forehead.

"F-Fallen?!" Jack blurted out.

"Heh, yes Jack. I've found you wanting and now I wish to make you my partner…my only partner," Airachnid said huskily. Her hand stroked his cheek with odd tenderness. "You came to visit me every chance you got, and each time I heard more and more about the real you. But it was that last thing you said…how you'd never let anyone betray me. That was the trigger that set my spark flaring for you!"

Jack did not expect to find himself looking away from her in embarrassment. He hated to admit it but he meant every single word he said and even right now still meant them. "I-I just felt it was wrong and that shouldn't have happened to you, not by your own friends."

"They were never my friends! I was just cannon fodder for them when it was convenient! I…" Airachnid hissed angrily then caught herself and started to re-compose herself. "That was a long time ago, but it made me stronger, Jack. It made me a survivor and I've always been better off alone…or I did until now."

"But what do you want with me? I mean, okay, I'm glad you're not going to kill me and want me to be your partner…but, I'm also guessing you aren't gonna start helping out the Autobots either," Jack surmised clearly on that last bit.

"Primus, no! I'd rather yank out my own spark-chamber before I ever wear their symbol again," Airachnid said with pure venom in her words. She sat up some and pulled Jack up to her faceplate and gazed into his eyes. "What I want from you, Jack, is exactly what you have wasted with that wretched Arcee: a bond."

"Airachnid?" Jack uttered her name, not sure what else to say.

She trailed her finger around the outline of his face, very careful not to cut his fragile skin with her bladed digit. "You don't know what the Autobots were like when the war first started, my Jack. They were just as corrupted as the Decepticons that admit to being evil today. Arcee never told you much about her first partner, Tailgate, did she?"

"Only that you killed him," Jack said curtly.

"I can only imagine that she would make it out as such a drama from her point of view. But I can't really say I blame her, she didn't know the REAL Tailgate like I did," Airachnid replied bitterly, her optics flaring brightly.

"Just what happened to you, Airachnid?" Jack found his mouth saying before his brain kicked in.

"I will tell you and maybe this will let you see that not all Autobots are as honorable as they make themselves out to be. I had just finished my trials in the Cybertron Academy before Megatron started up his petty war, just as Optimus revealed to you, but what he did not finish telling you was that he sent me out on a mission to start depositing energon just in case the war went badly for the Autobots. I was sent with a scouting team with a cargo of energon to seed a planet that looked habitable enough for us to use. At first, it was all going well, but then we were attacked…but insectoid-like robots that lived on the planet. They weren't Insecticons but they were the creatures that Megatron and one of his most loyal scientists, a Decepticon by the name of Shockwave, had used to create them from," Airachnid said. She busied her idle hands with stroking his head and running it along his side, almost fawning over him.

"Tailgate and his scouting brothers were the first to see the danger…but I was off in a far sector with my cargo. I did not receive a warning signal and was surprised when I was ambushed by the insectoid creatures. I managed to escape the first wave of them and started making it back to our shuttle…only to see my 'comrades' working on getting off the planet. Tailgate was blasting the creatures off the ship while the three other Autobots were working on getting the ship's engines online. I ran over to help but then one of the things bit me and injected some kind of virus into my system. Tailgate saw me go down. I saw him look right at me and then he turned his back to finish blasting off the last few creatures from the ship. He never looked back, even after I was screaming for help. He just ignored my pleas as did the rest and they flew off back to Cybertron. I…I was left for dead with not even a bit of help!" Airachnid screamed out in rage up at the cavern ceiling. Her spider-legged appendages shaking with fury.

"I was dragged away to a nest of the creatures…there to become food for them for later, but the virus had fully coursed through my systems, and I could feel myself changing from within. So I did the only thing I could to survive…I embraced it and found that it had mutated my T-Cog, allowing me to assimilate their nature and become one of them. Later on, I was seen as their queen until a Decepticon scouting party found me and I was welcomed into their ranks after I revealed my…abilities to Megatron."

"Arcee's partner…did that to you?" Jack gasped in horror.

"He and I never got along before the mission. He thought I was too young and too eager to take anything serious, but I believed he was just jealous of my intellect and skills that easily outdid his own. I did my best, Jack…I really tried to fit in with them, but they kept treating me like an outcast and then when they finally saw an opportunity to get rid of me, they took it! I learned from that day on that I could never trust another Spark save my own. I needed no one! That is…until now." She inched her faceplate right up to Jack and much to his surprise, she pressed her metallic lips over his and kissed him deeply.

He did not expect such an action and was completely off guard as she continued to kiss him. It was forceful and even with his limited experience with kissing he could tell she was pouring passion into it. It amazed him how she hadn't crushed his skull from the intimate action. He did though start to feel his lungs burning as she continued to kiss him and started groaning in protest when his vision started blurring. Picking up on his noises, the femme Decepticon pulled back and smirked as he gasped for much needed air and started at her in total amazement.

"Mmm, did Arcee ever kiss you like that, my sweet?" Airachnid teased with a giggle.

"N-No! I never kissed her…I didn't think Cybertronians did those things," Jack said honestly after he started to recover from the kiss.

He never kissed anyone in fact, not counting the times he's kissed his mom on the cheek. That was his first kiss in his entire life and it was with someone that was once out for his blood.

"That pleases me," Airachnid said silkily, leaning in to kiss him again, only this time letting him have enough time to catch his breath when needed.

Jack was too overwhelmed with the affection he was receiving from the psycho Cybertronian. He half expected at any moment she was going to ripping his face right off and start eating him like a real spider would. But what really frightened him the most was how much he was enjoying it. It was electrifying to say the least and he found himself leaning into it after a point when she started to nip at his lower lip. She must have been glad to see that he was becoming responsive to her ministrations as she let him explore the contents of her mouth after retracting her poisonous fangs so he did not accidentally poison himself.

Then reality kicked back into Jack's teenage, hormonal state of mind, he started to withdraw from it, shaking his head vehemently. "What the hell am I doing?!"

"Enjoying the moment from my point of view," Airachnid jeered playfully.

"Let's just slow down for a second…this is getting out of hand here," Jack said hastily, his heart pounding fast and hard against his ribcage.

"Did you not like it? Would you have if it was Arcee kissing you right now?" Airachnid said bitterly and hissing out her rival's name.

"No! I…I never saw myself ever kissing Arcee or doing anything like this with her! She's my partner…and I'm just her human charge, I don't think…she'd see me like that," Jack admitted.

"But you do have feelings for her? You can feel like that for a Cybertronian, even though we are vastly different?" Airachnid mused.

Jack was silent for a while as he evaluated his feelings. He never was in a relationship, being too busy with work and trying to make a decent living. No one wanted to be around a guy who worked at a burger station after school, not when they could be partying with the cool, rich group. Arcee was the first person to see him as somebody more. She treated him like an equal and over time they came to realize they made good partners, but that was all he could hope for. She was pure metal and would live thousands of years after he had grown old and died. Could she even consider something more from a human like him?

"I take it from your silence that I'm correct," Airachnid said, jeering him out of his private thoughts. "Although I hate that you feel anything toward Arcee, I know I'll just have to work on making you see me in that same light as her."

"Airachnid, I'm flattered, but why? You wanted to hunt me down and take my head off, remember?" Jack replied with a serious tone. He wanted to know the real truth of what had caused this change in the Decepticon.

"You intrigued me, Jack. You made me wonder what if you and I had met under other terms, and that last part you said: Becoming friends or something like that. And then the outrage you had when Prime told you that even Autobots could be traitorous. Ah, it was that look on your face, Jack! That bitter anger you showed toward the idea that made me rethink my opinion of you," Airachnid finally revealed. "It was then that I knew…I had something special in you and I had to have you all to myself."

Jack sighed. "Look, this is overwhelming…but…but it just can't be. I'm a human to start and you're a raving, species killing Deception. It just doesn't add up right."

"True you are human and that is a quality that slightly puts me off about you. You're small and weak and it would take hardly any effort from my part to kill you in so many ways. But my sweet, dear Jack. There is so much more to you and I want to see it grow," Airachnid said sensually as she hugged him close to her frame. She held up a finger and the digit opened up to reveal a needle with some strange kind of purple fluid leaking out of it. "I've already worked on making you mine, Jack."

"W-What have you done?!" Jack screamed out in fear as he started looking at the needle.

"Remember that virus that was injected into me? Well, my Jack, I've experimented on it and found a way to make it work on organic life-forms; a pet project at the time when I was bored and flying aimlessly in space looking for Energon…and a species to add to my collection." She chuckled evilly. "It will have the reverse effect on an organic creature such as yourself and start turning you into a techno-organic being, like myself. This patch, I made special for you after I got you away from that mother of yours in that pathetic shelter you humans like to dwell in. This strand of the virus will make you into something far more than you are right now. You will be just like me, my dear Jack…and you will fully belong to me."

"I don't want this! You had no right! I'm human, damnit! I want to stay that way!" Jack screamed at her in pure rage, forgetting all about making her angry and thus leading her to actually decide and kill him. He was so angry that she had injected him with some kind of mutating virus, there was no telling what would happen to him now and he was scared enough to wish she just killed him, at least then he'd die as Jack Darby and not turn into some freak show for her entertainment.

"Jack, Jack!" Airachnid whispered at him, cradling him affectionately. "You will thank me after it is done. Trust me, you will. I have given you something that your kind could only hope to replicate, a chance to becoming a new life-form, and the perfect partner for our kind."

"Our k-kind? What do you mean?" Jack shuddered in fear.

"We do not have a name yet. I have been the only one of our kind, but now with you at my side, we will build an empire! I will make you a king, my Jack…and I will never betray you," Airachnid said devotedly. "All I ask is that you keep your promise…that you will never betray this trust I'm giving you."

It was all too much for him to take. Either he was finally starting to feel the effects of the virus she had injected him with, or his body could no longer handle the stress with the situation. Whatever it was, it had forced him to pass out and lay limp against Airachnid. She smiled and stroked his back after he did, sitting up and then hanging him back up as she had before. After she had done that, she took the needle and injected him with another dose of the virus right into his neck. He didn't need to know that she had to administer it in small doses and that he would need at least ten more shots before the virus could fully transform him from the weak, frail fleshling into a powerful techno-organic like herself. Already there were signs that the virus was taking its course. His skin was starting to shine with a greyish metallic gleam and his eyes the entire time he had awoken had been glowing with a soft purple color, like her own optics.

She had to keep him hidden until he his transformation was complete. The virus was experimental in nature and she did not want to run the risk of the Autobots finding him and creating an anti-virus to fix it. She theorized that the virus would be permanent once it had taken over every cell in his body, as it had done to her, and become impossible to remove. She had tried at first to remove the organic-like components to her structure, but the virus had proven tenacious in nature and would not yield to any kind of operation. The best that she could do was limit just how much it affected her body just enough to appear like her fellow, fully inorganic Cybertronians. Since she was infecting a pure organic life-form, she wasn't too sure that it would hold as it did with her, so she had to keep injecting him with enough of the virus at safe levels to make sure it bonded with his DNA perfectly.

Once the procedure was complete, he would be exactly like her and belong to only her. The thought of what they could do together made her spark-chamber send a surge throughout her body.

"We are going to accomplish so many things, my Jack. I keep my promises and I will make you a king…and I, heh heh, after a few modifications to my form, I'll make myself the perfect queen for you," Airachnid whispered to the sleeping teenager, petting his hardening skin lovingly.

**xXx**

**A/N:** Ah, it's nice to post a new fic and it was fun writing it, too. I hope you all enjoy what is to come and I look forward to your replies. Till Then…


	2. Chapter 2

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **Wow, thanks for all the reviews guys. As I state, when I get them, I write faster and this is proof I do, so here we are again.

**xXx**

_**Rise of the Predacons**_

**Chapter 2**

Arcee was in a frantic state after everything that had transpired in only a few short earth-hours. First she heard that her most hated enemy, Airachnid, had somehow broken out of her stasis-pod and snuck out of the Autobot base, their HIDDEN base, and was now free and could be revealing their location to the rest of the Decepticon scum. The news forced her to return to base and begin helping the rest of the Autobots re-locate to a new secure silo. Then no sooner had she gotten back to base, she found Ratchet at the main console trying to calm down a screaming and crying June over the intercom. It took some time for her to calm down and only when Optimus Prime had spoken to her directly did she report that Jack had been kidnapped, and by none other than Airachnid!

"She took him! She took my boy!" June bawled over the intercom hysterically.

"June Darby, I understand your fears but you must calm down. We need to know exactly what has happened to Jack," Optimus Prime said carefully.

"Don't give me that crap! It's your fault he's in this mess to begin with!" June screamed at the Autobot leader.

Optimus sighed. The situation had deeply pained him more than anyone realized. As a Prime he could not show his true feelings in the face of his soldiers. He had to remain strong and confident to keep their morale at an all-time high.

"Listen to me, June. Darby. If there is any chance of saving Jack, we need to all work together," Optimus Prime replied to the upset human woman as he would one of his own fellow Autobots.

There was a frustrated groan before June went silent, and then a few seconds went by with only her breath echoing out from the intercom, then she said, "Y-You're right. I shouldn't have lost it there."

"We will do everything in our power to save your son, June Darby. You have my word I will get him back to you," Optimus Prime vowed.

"Please, you got to get him back!" June wept hysterically.

"We—I will, June Darby. For the time being, I would advise you make your way here. I have already alerted Agent Fowler of Airachnid's escape. I will update him on the situation and we will focus all our efforts in locating Jack," Optimus Prime said.

"A-All right. I'm…I'm heading out to you now," June said and her signal ended.

Optimus could not hold back another sigh and slouched over the console in grief. "How did this happen…"

"I think I found the answer to that, Optimus," Ratchet said loudly as he brought up a schematic of the now destroyed stasis-pod. He had the computer re-construct a virtual model of it and pointed to the upper part of the pod. "See right here? Somehow she melted through the pod and it shorted out and then she tore her way out."

Arcee was rapidly by his side and looked at the schematic and gasped. "That spot! That was where the pod had sliced off one of her legs! It must not have been completely frozen after she was trapped inside. That must have been how she got out!"

"Hmm, let me go see if there's a sample of the substance she used to melt away the pod," Ratchet said and started to head for the lab, only to be stopped by Arcee.

"What good will that do?! Jack is out there, alone, with that psycho-bot and it's just a matter of seconds before she does something horrible to him!" Arcee yelled at the medic.

"It's the only clue we have right now, Arcee! I'm hoping I can use the substance she used to free herself to track her down a little easier. Right now, we have nothing to go on other than she got out and for whatever reason went straight to Jack's home!" Ratchet argued back at Arcee.

"That'll take too long! We need to act now!" Arcee demanded.

"Arcee, stand down!" Optimus Prime ordered. "Nothing will be gained if we act rashly. Airachnid is a patient and clever Decepticon and will be ready for us to retaliate to get back Jack. If we act now it will only lead to his demise."

Arcee screamed out in frustration and ran over to punch the wall. "Damn her!"

Optimus remained silent as he watched his best warrior beat her fists wildly on the wall. He approached her and placed one hand on her shoulder. "Arcee, you have to remain strong. We will rescue Jack."

"How can you know he will be safe? He could be dead already," Arcee said with a trembling voice.

"Because that is what we must believe. If we give up on Jack now, then he is truly lost. And we must not underestimate him. He has tangled with Airachnid before and survived. You must believe that he will be working on freeing himself just as much as we will on finding him," Optimus Prime stated with conviction.

Arcee balled up her fists and her frame shook with the anger she forced to suppressed, and then started slowly nodding her head. "We need to find Jack, Optimus…I...I can't lose another partner, not to her."

Optimus shifted his gaze away from her for a moment, glancing at Ratchet who had a grim, knowing expression on his faceplate. Optimus withdrew from Arcee and walked over to the old medic.

"Get whatever samples you can find around the stasis-pod. I need to know exactly how she got herself free," Optimus stated.

"Optimus, she was still wounded if the report from Arcee was accurate before she was trapped in stasis-lock. Maybe she left an energon

trail behind after she abducted Jack that we could use to lead us straight to her," Ratchet theorized.

Optimus nodded in agreement. "Then I'll have Arcee and Bumblebee leave to investigate the Darby's home. If there is one then we will track down Airachnid and retrieve Jack."

"I'm still puzzled we're not swarming with Decepticons right now. She has the critical advantage of knowing our location, why hasn't she reported it to Megatron yet?" Ratchet wondered out loud as he rubbed his chin.

"It may be because she fears Megatron will seek his retribution for her betrayal if he learns of her location. She had attempted to end his spark with the Insecticon she had under her command," Optimus Prime replied.

"I never mind the idea of the Decepticons fighting amongst themselves, it makes our job a lot easier, but I do not like how things have been fairing so far. First Bulkhead is critically damaged with little hope of him recovering and now Jack is in the hands of that wretched spider-bot!" Ratchet said angrily and slammed his hands on the more sturdy part of the console. "What's more Arcee may snap at any moment if anything does happen to Jack and we both know it will not be pretty when she does, and I still cannot get a hold of Wheeljack!"

"Did someone say my name?" a cocky, seasoned voice appeared over the intercom.

"Wheeljack! By the All-Spark, what have you been doing?! I've been trying to get a hold of you!" Ratchet barked at the demolition-expert Wrecker.

"Sorry, Doc…Was kinda in my own world for a bit there, about Bulkhead and all…Anyway, I'm in route for the base now," Wheeljack said.

"The base has been compromised, Wheeljack. Airachnid has escaped and in the process had kidnapped one of the human children," Optimus reported.

"Miko?! If that Decepticon has laid a finger on her, I'll…!"

"No, Miko is fine. It's one of the others, Jack," Ratchet quickly said.

"Jack? Arcee's human? Oh man…I don't envy Airachnid if Arcee ever gets her hands on her again." Wheeljack whistled.

"I am sending her and Bumblebee out to the Darby's home. Wheeljack, I need you here to help safeguard the base in case there is an attack. If they do before we can move the base to another location, Bulkhead's Spark may be forever lost," Optimus said gravely.

"I'd like to see them try and end Bulkhead on my watch!" Wheeljack snarled over the intercom. "I'm approaching the entrance, see you guys in a click!"

"Well, at least one thing is going right so far," Ratchet grumbled as he cut off the signal. "Optimus...why don't you go on ahead with Arcee and Bumblebee. Wheeljack and I can watch the base and if there is an attack, I'll Ground-bridge you all here immediately." He knew his old friend well enough. He would only remain at the base to make sure it wasn't lost to enemy hands and leave the Autobots homeless and defenseless. He could tell that the Prime wanted to go looking for Jack and keep his promise to the human June.

"…Very well, old friend. Keep the lines open and do not engage if there is an attack until we return," Optimus Prime said and started stalking off toward the exit and called out, "Arcee, Bumblebee, with me…we're going to look for Jack!"

"About time!" Arcee shouted and transformed into her motorcycle mode and zoomed up to the Prime.

Bumblebee said his good bye to Raf and hurried over to them and transformed. They drove off and left the base just a bit before Wheeljack came riding in.

"Whoa, saw the big bot driving like a Scraplet was munching on his rear-axle! He must be ticked," Wheeljack commented and transformed into his robot form.

"Optimus is worried for Jack. The human boy had helped him regain his memories after he lost it when he drained the Matrix of Leadership to put Unicorn back in stasis," Ratchet explained as he went over to the Wrecker.

"Yeah, Bulkhead mentioned you guys tangled with the Destroyer. Thought he was just making that up at first," Wheeljack replied and walked over to where Bulkhead was stationed to see Miko still sitting on top of him. "Hey, kiddo. Any changes with him yet?"

The once loudmouth, rambunctious girl just looked up at him silently and shook her head sadly. Wheeljack looked over at his downed Wrecker brother and sighed. He still could not stand to see his friend in such a state. It only made him feel helpless and he hated that almost as much as he hated Decepticons. The human however looked worse for wear last time he saw her. If he didn't know better, she looked as if she hadn't moved from the spot since he last left.

"You've been here with him all this time?" Wheeljack remarked softly.

"Yeah…" Miko said weakly.

Wheeljack's optics widened in amazement and looked over at Ratchet for confirmation and saw the old medic nod once. "You're a dedicated friend, Miko. Bulkhead's lucky to have you as a partner."

"If I had only been with him when he was attacked by Hardshell, I know I could have made a difference!" Miko grimaced, sniffing some as her eyes threatened to tear up.

"Well, you stick with him, you hear? When he does come around, he'll want to see you more than my ugly faceplate, or Docs," Wheeljack jeered.

"Hey!" Ratchet shouted in resentment.

Wheeljack grunted a laugh and glanced at the girl in hopes the joke might have raised her spark-levels, and then frowned when she just continued to stare at her guardian and friend. Wheeljack wasn't much of an expert on humans, having spent so little time on the planet, but he knew true grief and spark-ache when he saw it. This little one really cared a lot for his friend and he worried what might happen…to the both of them…if Bulkhead went offline permanently. It may leave them both scarred for life and no amount of buffing or time would make it go away.

He silently sat down next to Bulkhead and in his own way, joined the grieving for his friend with the human girl.

Ratchet gazed at them and felt himself feeling low. Things were not getting any better for the Aubobots, and no matter how many times he patched the few that remained, he felt utterly useless when he could not repair the true damage that had been done to his comrades and patients. He prayed to the All-Spark that no more harm would befall them, the losses had already been too great and any more would bring nothing but more agony, and he feared it may be the breaking point for all of them.

**xXx**

Four hours on standard earth time had gone by and Airachnid had just finished giving her human his third injection. She would have to wait for another four hours before daring to give the next one. As it was the second injection had caused massive trauma to his body and she feared she may have killed him in her eagerness. By some miracle, he survived the first major painful alterations to his small form and had even more greyish skin shining with a metallic hint to it. His frame began to grow in size. It was obviously causing him great discomfort, but it was to be expected by her. She, herself, had gone through a similar experience after her body adapted to the techno-organic components that made up some of her parts, a pain that she was beginning to re-live again as she stopped her interior workings that suppressed the virus's growth she had once fought so hard to rid herself of.

She sat near Jack, hissing in pain as her body altered itself to allow more of the techno-organic parts of her body to grow as they had meant to. Yet by pure will alone she commanded how her body would change to what she felt would be the best, pleasing form for her soon-to-be equal. She reached up and touched his webbed-up chest, grimacing through the change as she gazed at him obsessively.

"W-We'll share this pain together, my J-Jack! Argh! You and I will become the perfect pair…" She flinched as spikes of agony ripped through her interior structure a sparks shot out of her torso. "I'll b-bear it for y-you!"

Jack was blinking in and out of unconsciousness, only catching a few bits of what she said. The pain was too excruciating! His mind fought its best to survive the torment and for a few brief moments when he lapsed into oblivion he was spared from the agony, but only to later wake up screaming as a new stab of pain raked at his body. He screamed for someone to make it stop, to stop the next injection that was causing this suffering. He screamed at Airachnid as she had delivered the third one which he was awake for, pleading for her to just kill him and exact her revenge on him, but then only to feel something stir inside him when she kissed him once again after the injection, whispering that it would all be over and his endurance to the experience would only make him stronger.

He was becoming so confused. He despised the Decepticon for putting him through this hell and forcing him to change to meet her personal preference, but yet in his desperation for relief, he welcomed the kisses and the tender touches she gave him as his body spasmed in white-hot torture all over. Somehow through it all, her crazed affection pierced through the pain and brought him a sense of comfort. His eyes felt like they had burned right out of his skull and he could not really make out much of anything through the hazy colors that blinded him. His skin had started to rip in places as his body grew, mostly when his bones expanded too quickly. Where gore should have been revealed, a glowing series of wires and techno-organic muscle tissue blazed with moving energy currents.

The webbing felt like the only thing keeping him together as his body continued to mutate. At one point his body had snapped a few of the binding web strands. Airachnid had quickly fixed this and added more webbing to keep his body under control, having to add more strings to the ceiling as his weight began to strain the first one. Jack then realized that the webbing was also giving him a source of comfort through the torture. It stopped feeling like his prison bonds a long time ago and started feeling more like a safety net. In his frantic state, he wanted her to put more webbing around him, wrapping him up more just to increase that feeling. Airachnid did as he asked and wrapped layer upon layer of her webbing around him until he was almost entirely cocooned, save for his face.

He even rewarded her with a smile as she worked and when she went to kiss him once more, he initiated the kiss that time and would not stop, until she had her fill. He had no idea anymore of what he was doing. It only mattered to find comfort wherever he could through the blinding hot pain racking at his body. The kissing kept him centered and the thickening layers of webbing made him feel more stable and not so panicked of ripping apart. It was the only thing that his mind could register, until the next injection came along…

**xXx**

Arcee revved at maximum speed to the Darby house, having passed Bumblebee in speed a number of times in her rush to get there. The bleeping Autobot did his best to keep up with her, hooking out for her to slow down at points where it looked like she was gonna crash from the high velocity she kept going. Optimus did not say anything as he rode, doing his best to match the two speedier Autobot's speed and keep from causing any harm to the humans they buzzed around.

His mind was focused on the curious nature of Airachnid.

She was a bot that never let an opportunity pass her by, not when it could cause problems for her enemies. He kept a constant vigil with any communication back at base, expecting the Deception Mothership to appear and start attacking and raiding their only home. It would have been a good strategically move on her part to force her two enemies to fight each other, giving her time to do as she wished with young Jack. Her only reason for not contacting the Decepticons and giving them the location of the base was she feared drawing Megatron's attention to her. He was ruthless and unforgiving to anyone who betrayed him. And with the constant challenges he found to his command, with Starscream's petty schemes, and now Airachnid own traitorous attempts, his patience with either would only last until he blasted them back to the All-Spark.

He also noticed that Airachnid had not done anything to their base. She left the entire base's defenses and major systems operational, even the Ground-bridge. It was out of character for her and it made him worry exactly what her game truly was. He had one theory that she might use their base's location as a bargaining chip with whoever found her first, but she would have gained more if she just reported what she knew to Megatron. She was after something else and her plan involved using Jack as the necessary tool to accomplish it.

He shifted to full throttle and honked all his loud horns to warn the innocent humans of his passing. He silently prayed to Primus and asked for his guidance on this mission. The boy owed the Autobots more than they could repay, and he personally owed him a debt for fearlessly going to Cybertron and seeking out Vector Sigma. He vowed the human mother he would see Jack returned to her and he would do everything to save the boy…no matter the cost.

"Optimus to Arcee and Bumblebee, be wary as we are now entering the populated town. Bumblebee, I need to you run interference with the local authorities and led them away to allow Arcee and I time to reach the Darby's house and investigate the area. If you find yourself in a situation that could jeopardize human safety, pull out and find a place to hide so Ratchet can Ground-bridge you back to base," Optimus ordered.

"_(Got it, Optimus!")" _Bumblebee replied in pure Cybertronian.

"Arcee, maximum overdrive!" Optimus commanded.

"If we just Ground-bridged right to his house, we'd be there by now!" Arcee complained.

"The area is too populated and the Ground-bridge is too noticeable to conceal in the suburban area. We will have to do our best to stealthily observe the Darby home and look for any trails we can find!" Optimus replied, honking a particularly annoying Honda Civic that didn't get the clue he needed to get out of his way.

The window reeled down and a hand shot out and the human driving flipped his middle finger at the Prime. Optimus had been on earth long enough to understand the suffience of the gesture…and he was not in a good mood to tolerate rudeness, even from an innocent human.

He activated his boosters and charged at the human vehicle with horns blaring as loud as he could make them. It was enough to frighten the human and veer off to the next line. Optimus slowed down just enough to match speeds with the Civic. "Next time…be more courtesies to your fellow drivers, or you might not luck out like you did this time!"

He hit the boosters once more and did not look back at the scared human that stared at him as he drove off. Optimus hated himself for losing his temper like that, but there was no time to regret making his threat. Right then, he started picking up a transmission back from base.

"This is Fowler! I just got here and Mrs. Darby is here with me. Prime, she looks really scared," Agent Fowler spoke over the intercom.

"I know, Agent Fowler. We all are scared for Jack and we are nearing his home. If you can contact the local authorities and warn them not to interfere with our search, it would be most appreciated," Optimus asked.

"Already on it. Got some of my boys talking to the town's sheriff and some are en-route to help you with the search and keep your cover story," Agent Fowler informed.

"Thank you, Fowler. Please do what you can to calm June. Darby," Optimus asked of the government official once more.

"I'll do my best. Should I be ready to call in a strike force if things start to go to hell?" Fowler offered out of concern. He liked the boy as much as they all did, a bit more because the young kid kinda reminded him of himself when he was at that age. The kid had pulled through some hard times and came up smelling like roses. Hell, he had even talked to some of his superiors to offer Jack a position once he was old enough to enlist. A kid with as much spirit as his could not be wasted in some backwoods town scrapping a meager living.

"I do not wish to put any more humans at risk if I can help it, Agent Fowler. Airachnid is too dangerous for your military to handle," Optimus advised against.

"Damn it, Prime! She's got a human this time! I can't sit back this time and let her get away with it if I can do something about it!" Agent Fowler shouted at the stubborn Autobot. He understand the risk of the job, all his people did, that was the price they willingly took to keep their country safe, even if it was from a crazy, spider-like female robot with a fetish for chopping heads off.

"If it comes to that path, Agent Fowler, I will allow it, but let us do our part and try to resolve this matter before any other human is needlessly harmed," Optimus replied.

"Fine, I'll order a strike team to be ready _if_ the situation gets too much for you to deal with, Prime!" Agent Fowler yelled angrily through the intercom and killed the signal.

Optimus would have sighed at that moment if he wasn't in vehicle-mode. The best his form could manage was a quick spurt of exhaust from his mufflers.

As it turned out, Bumblebee did not need to draw off any local authorities as the streets they took to the Darby house had been cleared for them by Fowler's men. Arcee was the first to reach the house to find the men Fowler promised already sealing up the house and driving the neighbors away, with some excuse to their safety that required them to leave their homes. A human in a camo green-grey uniform marched up to Arcee and saluted her.

"Area is secure! We've cleared the surrounding homes of any civvies that might get in the way," the agent informed.

Arcee transformed and to the human's credit, he did not flinch when she rose up to tower over him. "What have you found?"

The agent answered her immediately. "We found the side of the house slightly marked up and a window was broken completely through. We spotted a few deposits of leaked energon fluids by the house and there was a few that got scattered around this area. She must have tried using her vehicle mode to fly off as we did not find any trails of her leaving the house on foot!"

"Slag!" Arcee shouted and balled up her fists.

Right then Bumblebee and Optimus arrived and seeing her in her robot form transformed and walked over to her and the agent.

"What is the situation, soldier?" Optimus demanded instantly.

"Sir, as I was explaining to your subordinate, we have locked down the area and have found some traces of the attack. We are currently searching the area for anymore Energon she splattered and a clean-up crew is already collecting the samples!" the agent informed immediately, then he seemed to think for a moment and then added something else. "I have a few of our guys working out a simulated flight-path she may have taken by determining the rate and angle the energon had been scattered around. If we can find more leaked energon, we can find out which way she went after she had gone airborne."

"That is clever thinking," Optimus Prime lightly praised. "Continue your search. We will help in locating on more possible leaked energon."

"We've already deduced that she may have headed north-east from here. If she continued on her path, she may have gone out to the forest or out to the mountains. I'm betting she went straight there. There are some old mines out there and some of them go deep underground. She may have found them and is using it as her hideout!" the agent stated.

"Hmm, it is as good a lead as any," Arcee remarked.

"Then we head out to the old mine. Agent, transmit the coordinates of the mine and we will head out to investigate the area now," Optimus instructed.

"Yes, sir!" the agent replied and quickly went to find the closest Tech they brought along.

"Autobots! Transform and Roll out! Maximum overdrive!" Optimus Prime ordered and transformed, horns blaring and charging off.

Arcee and Bumblebee were quick to transform and rode after their determined leader. It didn't pass either one of them that Optimus was focused on this particular mission, as though he was out to rescue a fellow Autobot. In a way, Jack had become one of them, not a real Autobot, but he was the closest any human has ever come close to. Airachnid would pay dearly for hurting one of them when they caught up to her, and if Jack was as they feared…there was no place in this universe that would keep her safe from the retribution of an angry Prime.

**xXx**

**A/N: **And there we have another chapter, pretty fast for even me. XD! I hope you enjoy and look forward to hearing from you all. Till then…


	3. Chapter 3

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **Thank you for your encouragement, guys. This fanfiction has really gotten me in overdrive and thus, here is another chapter for you all to enjoy…so ENJOY DAMNIT! XD!

**xXx**

_**Rise of the Predacons**_

**Chapter 3**

Airachnid watched as he grimaced through the next bout of his metamorphism. She saw his body was beginning to weaken as his glowing eyes started to deem out, and deduced that his body now needed an energy source to resupply where his original source could no longer support him. It was expected but she had originally theorized that it wouldn't be until the sixth injection that his body would re-convert itself to process the living source of energy all Cybertronians existed off of.

He needed energon.

Luckily for him, the cavern they were in had a fresh deposit of energon crystals that had yet to be discovered by the Decepticons. From the scale and size, there was enough to supply her with the needed amount and to begin giving to Jack while his body continued to change. His transformation was going faster than she anticipated and she needed to step up her process. As quick as she could in her own agonizing state, she forced her hands to work skillfully to extract the energon safely and begin converting it into its consumable form. She then had to figure out a way to administer the energon into Jack as he had yet to form an outlet on his body to allow her to recharge him. He was still mostly organic and whenever she moved the webbing, he'd scream in panic, so she could not look within and check just how far his body had come along.

It was when she kissed him to calm him down that she got an idea.

Taking the energon, she poured small doses of it into her mouth, and then went over to Jack and kissed him. Like he had done before, he accepted her kiss and when he parted his mouth, she pushed the energon slowly into his. In pure reaction, he gulped the energon down and started coughing some, but then to her delight, the glow in his eyes started to immediately brighten and his look of agony started to lessen. Seeing her method worked, she fed him in that same manner three more times until he looked filled and appeared to finally be handling the painful transformation. With his body still somewhat smaller than her own and with his growing need for energon, she calculated that he would need to be feed every half hour, until his body adapted to start storing the energon properly.

She hummed in contentment. Everything was going perfectly for her. Jack's transformation was coming along beautifully and soon would be ready to begin making their empire. She also had other things she was really looking forward to trying once Jack was functionally compatible with her anatomy. Out of her curiosity to understand the human race, she had done some research on what made the race tick. How they grew, how they maintained themselves...and how they replicated more of themselves. The term they used for it was 'sex' and she had seen enough organic life to know it was rather messy and gross in a way. She had seen some bizarre species mating rituals and they did nothing but feel her with disgust. But humans made mating an interesting pass time. They were so focused on the pleasure it brought rather than the simple act.

It wasn't just runting for them. It seemed to hold more purpose and was the true form of 'loving' someone rather than just replicating another of their species. It had emotional connections as well as attraction and she was curious enough to study their mating habits from afar when she scouted more humans for her fun. She remembered one couple in particular. She let them live only because they amused her enough to show them mercy.

They had snuck out into the woods and the female initiated a race through the growth. From on top of the trees, she watched as the male gave chase after his partner and tracked her down like prey. It wasn't long before he got to her and tackled her down to the ground, leaving them both in a fit of giggles. It was a strange act for a hunter like her. To her, when you caught your prey, it was time to kill, but for this coupling pair, it was something else. The chase must have been some kind of rite of passage to claim the female, as she lied on the ground passively and allowed the male to do as he pleased with her body. She encouraged him to devour her in a passionate way and removed her protective coverings to expose all her soft flesh. This was obviously what the male wanted to see, because as soon as he got her chest uncovered, he attacked the mounds of flesh that made up the female's milking glands that were used to feed her young.

Airachnid then watched in mild fascination as the male played with them quite extensively. It appeared to her easily that the female really enjoyed the act, as she was moaning loudly and arching her frame up to push against his. Once that part of the ritual was done, he then traveled down to her pelvis and explored the entrance to what she believed was a human female's birth-chamber entrance. When he got to that part, she really appeared to enjoy the attention down there as he teased and poked her tunnel with his fingers and tongue and soon cried out as a clear-like fluid started leaking out of her system. It was interesting to her to see a living being squirt their fluids out of their bodies and take such satisfaction from it. For her kind, if fluids began to leak, it meant they were damaged and ran the risk of going offline.

The scene picked up when the male started to uncover himself, allowing her to see that unlike the female, the male had an organic probing rod stationed at the front of his cog-piece. The rod was pulsing eagerly and from its tip a bit of fluids was dripping out of it. The female got excited when she saw the rod and began to work her hands around it, pumping its length vigorously. Then to her shock, she saw the female bring her mouth to the rod and applied suction to it, working to extract something from inside the male. The male took great pleasure from it, if how his features were showing while the female administered his probing rod. After some time, the female was rewarded for her effort as the male now leaked a stream of white-yellowish fluid into her mouth. She did not let a drop go to waste as she continued to suck on the rod, until it was done producing the material. At that point, Airachnid thought it was over and decided now was a good time to have her own fun with them, but then she saw they began to continue! The male took his softening rod and worked it until it was operational again, and then he led it down to her birthing-chamber entrance. He inserted the rod and the female rolled and arched her back up once the rod was fully attached inside her.

Studying this reaction, Airachnid had chosen to continue her silent observation. She watched on as the male started to unlatch himself from her body, only to thrust it back in, causing the female to scream. It was different than the kind she preferred to hear. It was a loud and wild but there was no hint of fear or pain when she started screaming. The female wrapped her legs around his waist and started forcing him to re-insert himself into her frame and caused her back to arch once more. This part she understood as the real runting part of the mating rite. The thrusting action was somewhat similar to one alien species of reptilian-based creatures she came across, that would pin their mate down and pump their probing rod until the needed material from their body was expelled into their partner's chamber, giving her the needed genetic data to allow her body to start the replication process.

That species hadn't been so lucky with her after that kind of finish. When she was done, all that was left where their heads and some genetic samples she took to add to the 'cocktail' she had injected her Jack with. The reptilian-like race had some fierce qualities that she admired and felt they would be beneficial for Jack's new life.

Back with the humans she had observed, she waited until the male had finished administering his genetic data into the female, and it took far longer than the reptilian species took. The male looked to be fighting to keep his data inside him and seemed to be completely focused on just the stimulation the situation offered them. The female did not complain as she too was begging her partner to try and make it last. But biology soon kicked in and the male was forced to release his data inside the female and the two collapsed together on the ground and held each other while still hooked up by their interlocking parts.

Once they were finished admitting their feelings through a combination of words and kissing, they unlatched from each other and put their protective coverings back on and headed out of the woods. Airachnid had kept a log of that moment in her data banks just in case the incident provided her with some useful information. She began replaying the log over and over in her mind as she waited between injections and feeding. She analyzed the female's parts to see if she could replicate them to her personal specifications.

The techno-organic parts that she had long suppressed responded eagerly and she jolted some when her form began to reconfigure to match what she remembered from the data log. It was strange for her and a little unsettling when her parts began to reformat into curvier shapes and her chestplate started to feel tingly underneath the protective armor that guarded her interior parts. She had made sure to leave most of her protective armor, feeling it would be extremely necessary to safeguard the more vulnerable parts of her body.

She thought she would need to scan a human female's frame-work to help the reformatting, but it seemed the organic nature of the virus within her knew all it needed to make the change possible. It was slow going as the virus had much work to do after her centuries of suppressing it, it would take the same amount of time as her beloved partner's transformation for her body to be ready for the kind of activity she eagerly wished to try out.

There were some disadvantages she was finding to allowing the virus to take its course with her systems. Her vehicle mode would suffer greatly and she wouldn't be able to change into her slick silent helicopter mode, as her plating was beginning to take on a more carapace-like appearance to it. Her damaged appendages had started to repair themselves, but in place of their original end pieces; a black serrated bladed limb formed out, giving the appendages the appearance of a real spider's leg. From her back, where her extra set of legs were attached, a stabbing pain had started and when she looked back to check on the area, she found she was growing two more sets of appendages and they were metallic, but at the same time organic like the repaired limb.

Her alt-mode would no longer be a vehicle one. That was the sacrifice she would have to pay. She would have to adapt and take on a more suitable transformation-mode and from the way she was changing it was no challenge at all that she would take on a pure spider-like form.

"A-Airachnid…" a weak, altering voice called out to her.

She pulled out of her inner thoughts and looked over to her Jack. He was gazing at her with need.

"…F-Feeling weak a-again…" he wheezed as best he could through his changing throat.

"I'll fix that, my darling," Airachnid swooned as she filled her mouth with more energon and began to mouth-feed him again, purring as the sensation of his tongue licking her mouth clean made her insides vibrate.

She had to repeat the act eight more times until he had his fill, and then he closed his eyes tiredly and looked to have fallen asleep once more. His body was transforming faster if he needed more and more energon. Happily, she would feed his growing hunger if it continued to be so stimulating like this, hoping later on that he would return the favor and satisfy a hunger she was starting to crave.

She sat back down near him and began to replay the mating data log once more.

**xXx**

Wheeljack had kept himself busy during his stay at the base by doing what he did best, and that was making things go boom. He had worked it out with Ratchet and the Medic allowed him to start booby-trapping the base in case there was any surprise attacks by the Decepticons. The human representative for the human's government was all for it, because if the base did become compromised by the enemy, then they could destroy any evidence and if they were lucky, take out some of the bad guys with it.

It was better than just sitting around and watching his old Wrecker buddy lying on the berth. He sat there long enough to pay his friend the respect he deserved, but then it was getting too much for him to deal with and felt he should do something. It wouldn't have done any good to just sit around while the Decepticons made their way to the base anyway.

He had rigged a few well-placed explosives at vital points that could cause the whole place to cave in on itself after they've made their escape. If by some miracle they didn't show up long enough for them to evacuate, he'd set a trigger up so the Decepticons would set off the explosives for them. Once he was finished with his job, he returned to the main chamber.

"There we go, Doc. Whole place is set to be blown all the way back to Cybertron," Wheeljack remarked.

Ratchet cringed at the nickname the Wrecker loved to call him by. "You said my real name, once. Is it so hard to ask that you actually use it?"

"Hmm, maybe later, Doc," Wheeljack snickered and walked over to Miko, ignoring the glare the Medic-bot shot at him. "You're gonna wear a permanent imprint of your rear in his chestplate if you don't move around, kid."

Miko just continued to stare at Bulkhead.

Wheeljack sighed and rubbed the side of his helm. "Look, Miko. I know you're worried about Bulkhead and hope he comes back to us, but you can't let it get to you like this. You gotta think about keeping your strength up and be ready for when he does wake up. At least he's still with us."

"Just barely," Miko murmured.

"That's better than whatever state your human friend is in. He's out there with a psycho-bot and probably worse for wear. Aren't you concerned at all?" Wheeljack replied.

Miko shot up to her feet and pointed a fist at him. "Of course I'm worried for Jack! That bitch of a spider-bot has him and could be disemboweling him right now! But what can I do?! I can't leave Bulkhead…bad things happen when I leave him!"

Wheeljack grunted. "You still on that? Come on, I thought you were made of sterner stuff after what you pulled off with taking out that Insecticon. I guess it was just a fluke then."

"Wheeljack!" Ratchet barked. "You have no right to talk to Miko like that!"

"Humph, I'm just saying like it is, Doc. I thought she was Wrecker material, but I guess I was wrong," Wheeljack replied offhandedly as he started to turn around, only to stop when something banged into the back of his head. He looked back to see a wrench by his feet, then drew his attention at a furious Miko.

"I'll show you if I'm a Wrecker or not! I'll make every Decepticon I see pay for what happened to Bulkhead and if you ever say it was just a fluke again, I'LL RIP OUT YOUR OPTICS!" Miko screamed in rage.

Wheeljack held up his hands defensively and took a step back from the furious human girl. "Whoa, whoa, there Miko. I didn't really mean it. I just wanted to see if you still had some fire in your engine. Seems you do."

"You better believe it, buster!" Miko huffed and placed her hands on her hips.

"Well, then, spitfire. How about I start teaching you what you'll need to know if you wanna be a real Wrecker!" Wheeljack offered.

"You do, really?!" Miko perked up.

"Yeah, why not? I'm sure Bulkhead will be thrilled to see you taking on the Cons like a trueborn Wrecker like him. I bet that'll make him really happy," Wheeljack stated.

"Wait a minute, Wheeljack! She's too young and too—no offense, Miko—fragile to learn how to fight if you're planning on what I think you're planning," Ratchet protested firmly.

Wheeljack brushed him off with a wave of his hand. "Come on, Doc. Its better she be doing something constructive than mopping around on Bulkhead's chest, don't you think? She'll end up leaving a rust spot on him if she does."

"I can do it, Ratchet! I know I can learn whatever Wheeljack throws at me!" Miko exclaimed.

"It's your safety that I'm worried about, and I know Optimus would object," Ratchet retorted.

"Hey, I'm just trying to give the kid some hope and something to do in case things go further south on us, Doc! My best bud is lying on that berth like a pile of scrap and we got Cons that might be gearing up to blow us all to the All-Spark. Plus, if the Big-Bot was a better leader, he would have started training these kids on how to defend themselves at the very least. Look what happened with Arcee's human partner, huh? He didn't stand a chance and now he's at the mercy of a Deception! At the very least, let me make sure that doesn't happen to Miko," Wheeljack blasted at the Medic before slouching his shoulders and looking away. "…I-It's the only thing I can do to help Bulkhead."

Ratchet groaned in frustration and turned away sharply. "Fine! Do whatever you want, but if Optimus doesn't like it, you are going to explain it to him, not me!"

"Thanks, Doc. Knew you'd understand!" Wheeljack replied back and smirked at Miko as he winked.

She winked back and cheered silently. "So! Where do we start?"

"Well first thing, kid…what do you know about handling explosives?" Wheeljack grinned at her.

**xXx**

Arcee was zooming along at top speed on an old dirt road that led to the old mine. They had just gotten confirmation from the agent they had talked to earlier that the energon splatters did indicate she continued in the direction of the mine. They had finished cleaning up any evidence of Airachnid's presence in the neighborhood, and were heading out to their location to help clean up any more traces of leaked energon. The agent wanted to send a team to go in with them, but as expected, Optimus had declined it, wanting to keep human fatalities down to one. She hated to think that Jack was going to turn out to be just another collateral death to their secret war, just another body among the dead in her life, but there was no looking at it any other way unless she can save him.

The odds had already been against them and it was just a matter of time before Jack's life was up. Airachnid could be doing any kind of method of torture to him, waiting for them to show them, just so she can watch as another person she cared for died, because she was too powerless to stop the vicious psychopathic Decepticon. She continued to pray to Primus that she still had time, that she would save Jack and end this nightmare once and for all. She had spared Airachnid because she wanted to do the right thing and not sink to her level, but if she found Jack hurt in any way…all bets were off. She would see that Airachnid went offline forever!

"Come on! We got to hurry!" Arcee called back to her fellow Autobots.

Bumblebee was having slight trouble with the loose terrain. His choose of vehicle was not meant for these kind of trails and kept on spinning his wheels more than covering distance, it was only his incredible driving skills that kept him from falling behind. Optimus did not have that problem at all. His bulk may have been an issue in terms of speed and maneuverability on the open road, but his large wheels and tracks were perfect for rough roads such as this one and was almost catching up to Arcee.

"We should be reaching the mines any moment now," Optimus Prime alerted his team. "Prepare for anything and keep a look out for any leads of Airachnid! If she is here, then she will no doubt be ready for us."

"I don't care! Once I get my hands on her, I'm gonna tear her apart!" Arcee vowed.

"Keep a level head, Arcee. I am worried for Jack's safety as well, but we cannot allow our anger to cloud our judgment at a time like this. Once we have made sure Jack is okay, I'll call Ratchet to groundbridge us and Bumblebee will take him back to base," Optimus Prime said.

"And what about Airachnid?" Arcee snarled.

"Her fate will be decided when we learn of Jack's fate. If he is harmed in anyway…then we do what must be done," Optimus Prime promised to them. As grim as it was, Airachnid had become too large a threat and if she had not already transmitted their base's coordinates to Megatron, then she must not be allowed and that could only mean her instant demise.

_Elita-1…Why did you have to follow this path?_ He thought sadly to himself.

He blamed himself for sending her out on that mission that eventually led to her joining the Deception ranks. He remembered the grim looks on the scouting team's faces when they reported what they believed to be true. Tailgate had been silent the entire time and he felt something was off about the whole team's reaction to losing Elita-1. Cliffjumper had been a member of that team, but he had sustained too much damage when trying to repair the ship after the creatures had attacked them. If he had been operational at the time, he was sure that Cliffjumper would have done everything in his power to save Elita-1 …but the others, he was not.

As it was he feared pairing anyone with the rest of the team, but with the war and the loss of numbers on their side, he was forced to overlook their questionable judgment and pair them off where they were needed. He was very reluctant to team him up with Arcee, but as it turned out the two were a perfect match and they performed admirably. They were the best team when they worked together and he started to trust Tailgate once again after he proved time and again to be right there when Arcee needed back-up. He felt that maybe Tailgate had taken the loss of Elita-1 to heart and would not allow another Autobot to fall behind. If that was the case, then maybe there had been one fortunate thing to come from that tragedy.

Then by some ironic spin of fate…Elita-1 returned and dubbed herself by the Deception name she used now.

How she had survived had been a great mystery and it left Optimus doubtful once more of most of the members of the scouting team, including Tailgate. Then when news of Tailgate and Arcee's capture had reached him, he feared the worse of what may come. Somehow Primus had chosen to smile down on Arcee when Bumblebee and Cliffjumper had finally found her and saved her from her fate. It branded Airachnid an enemy forever in Arcee's optics after forcing her to bear witness to her revenge on Tailgate for being a part of the team that abandoned her, but there was nothing that could have been done. The truth of that mission had been kept a locked secret between the members of the scouting team, and because of their actions had born a terrible darkness in the form of Airachnid.

Optimus had not chosen to reveal what he knew about Airachnid to Arcee. She was not of the right mind to judge it correctly, and he worried it would only fuel her animosity toward the spider-like Decepticon, and he himself had foolishly dreamt that there was a chance to save Airachnid and bring her back to their side.

That chance had disappeared the moment she abducted Jack.

He could not allow her to get away with bringing a human into this war, even if they had a brief history. The fact that she had chosen to harm innocent lives could not be overlooked anymore by the Prime. He will see she pays for her crimes and make sure she never hurt another living being again. He only hoped for Airachnid's sake that she had not yet done anything to Jack.

Optimus Prime had been so focused on maintaining his speed and course that he did not pick up on the flying object circling over their heads in the night sky. The object observed them until they had reached the mines and watched as they searched the area for something. When they could not find whatever they sought, the two smaller Autobots entered the mine while Optimus Prime himself had to look for an alternate entrance as he was too big to squeeze into the short tunnel entrance. The flyer waited until the Prime finally found a side entrance big enough for him to get on his hands and knee-plates to crawl into. Whatever was in the mine, it had the Autobots determined and the flyer knew it was of great importance that it reported back to its one and only master.

Megatron.

Laserbeak shrieked out a frightening cry and sent out a signal to Soundwave to inform the Decepticon spy of what he had discovered, then continued to observe the situation and make its own way into the mine to spy on the Autobots.

**xXx**


	4. Chapter 4

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **This fanficiton has been on my mind and it just doesn't want to stop, and I hope you guys really appreicate that I've managed to get so many chapters out within a week's time. It was not easy, I can tell you that right now, so please leave a good review so I can see what everyone thinks of all this, okay? Thank you! Now...BACK TO THE MADNESS!

**xXx**

_**Rise of the Predacons**_

**Chapter 4**

A dark vessel soared over the quiet town of Jasper. The _Nemesis _sliced through the night like a predator above the unsuspecting humans. In the archive chamber, Soundwave had stopped his work on decrypting the Iacon inscriptions when he picked up a transmission from Laserbeak, who was supposed to return two nano clicks ago. The information his surveillance partner had provided had been important enough for him to deem sufficient to halt his work and alert his lord: Megatron.

He had left his post and sought out his leader on the bridge, where the tyrant ruler of the Decepticons was staring down from the viewing screen at the tiny little human settlement.

"What a vulgar, dust ridden place…" he heard his lord murmur under his breath just below normal receiver levels.

Soundwave's receivers easily caught the frequency as his had been greatly upgraded, allowing him to catch what others thought were out of normal receiver range. That was how he earned the name Soundwave. That was what made him an efficient servant unlike the rest of the rabble to his one and only lord. He observed what his master could not, what he needed to know in order to keep a tight grip of control over his ranks.

He clicked the tip of his heel on the floor as he approached Megatron silently. It was his secret code to his ruler that allowed Megatron to know whenever he was near. Upon hearing the small click Megatron turned his head slightly to gaze down at his most faithful minion.

"Soundwave, what have you discovered?" Megatron demanded immediately. He knew his subordinate well enough that he would never stop a task he had assigned him, unless something of great value to him arose.

As always, Soundwave did not talk. He simply walked close enough to Megatron and his visor replayed the images that Laserbeak had transmitted to him.

Megatron watched from Laserbeak's point of view as the Autobots worked their way to an abandoned human mine. His bladed, curved brow rose up in wonderment when he saw his rival Optimus Prime crawl into the mine.

"Hmm, this does not bode well. Optimus is not the kind to go crawling like some earthen slug unless there was something to be gained," Megatron said to Soundwave. "I wonder if they had somehow learned the location of a lost Autobot artifact. Why else would Prime be searching such a place?" He turned to the console next to him and opened a link to his newest first lieutenant's resting chambers. "Dreadwing…I have a new mission for you."

"I shall obey, Lord Megatron," came Dreadwing's expected reply.

"As well you should…especially after your failed attempt on the last mission I ordered you to complete for me," Megatron sneered condescendingly.

Dreadwing averted his optics from his lord's, not wishing to show the shame he still felt from failing to retrieve the Apex armor that Starscream now had in his position. "I promise I will not fail you a second time, Lord Megatron."

"For your Spark's sake, you best not. I'm giving you a chance to redeem yourself, Dreadwing…do not fail me," Megatron threatened lowly.

"What is your command?" Dreadwing asked, wishing to get straight to business so he could please his leader.

"Soundwave had detected Autobot activity at a nearby location. I want you to go there and find out what they are up to and find whatever they may be looking for," Megatron ordered.

"Could it be another artifact?" Dreadwing speculated.

Megatron nodded in confirmation. "I believe so and if they have tracked down another artifact, it must be retrieved by us! I want you to take Knock Out with you on this mission, and I will be sending a few Insecticons with you to ensure that you will succeed in your mission."

"I shall leave at once, Lord Megatron…by your leave," Dreadwing said and bowed his head to the screen and cut the transmission.

Megatron grimaced silently. They have had far too many setbacks to the Decepticon cause that continued to prolong his galactic conquest. This planet had proven many surprises to him since they first broke orbit. In that time he had come to not underestimate the unsuspecting dirtball of a world, especially after the recent discovery of the planet core's true identity: Unicron the Destroyer. Because of that fact alone, he had to conquer this world to reap its resources and find some way to take Unicron's power for himself.

That would not be possible with the constant interference of Optimus Prime and his wretched Autobots!

He needed to gain ground in this war and he needed to do it swiftly. To do that, he would need more soldiers that would follow his command. He had already had to deal with two betrayals that still raised his ire to this day. The most annoying of the two being his second-in-command, Starscream. The ambitious fool had thwarted his plans in pursuit to lead the Decepticons for his own self-gratifications. It irked him greatly that the fool now had the Apex Armor, an indestructible suit of Cybertronian armor, in his possession and it was only a matter of time before Starscream appeared to take advantage of his gain.

Then there was Airachnid. She in her own way had tried to take his place as had Starscream. But her greatest crimes was taking control of his Insecticons and sending them to terminate his Spark, not once, but twice! And there was the little matter of her extinguishing Breakdown. He felt no sympathy for the loss. It was Breakdown's own recklessness that led to his own demise in underestimating the treacherous spider-bot, but he was still one of his soldiers and his death would be repaid when her own Spark was ripped out of her body.

It did concern him more that they could not retrieve Breakdown's remains. He could only imagine it was the same humans that had managed to trap him the first time and take his right optic from him. He gathered that the humans wanted to obtain the rest of Breakdown and did once the opportunity presented itself.

He normally would have thought it was simply out of stupidity that Breakdown was captured by a weak, inferior species like the human race, but then his opinion of the species changed when he learned it was a human girl that destroyed Hardshell. The remains had been impressively demolished, and that made him think that the humans were more of a threat to him than he had originally deemed. But as the Decepticons were now, they could not deal with the growing threat the humans presented to them. If they were all as tenacious that the one that terminated Hardshell, then he would need more power and numbers to boost a counter-offensive.

But now was not the time to dwell on that detail.

"Soundwave, return to deciphering the Iacon Archives…but keep Laserbeak in the area to continue his observation and keep me posted of all activity. I wish to know the moment Optimus has discovered anything of value…and to see just how well my subordinates perform. I grow tired of the growing incompetence amongst my ranks, if they fail me because of their stupidity, then I want proof that it was that and not some pathetic excuse," Megatron instructed.

His silent spy bowed to him and quickly returned to his assignment, swiftly sending Megatron's orders to Laserbeak.

**xXx**

Airachnid had found herself busier and busier as Jack's transformation continued. She strained through her changes to finish her task of preparing the energon for better consumption, and then feed it to him before he got too weak again. It was slow going at first but she soon had a pattern and instinct had somehow begun to play a role into it. With some of the liquefied energon, she began smearing it on the cocoon she created around Jack. The webbing absorbed the energon and began to charge the cocoon with a soft, pulsing glow. That had proven worthwhile to do as Jack's condition had stabilized and he no longer looked to be in agony. His face had gone cold and motionless and began to crack as his growth started speeding up. Seeing this, Airachnid used more of her webbing to cover his exposed face and smear fresh energon on the new layer. It would seem his transformation no longer required her to feed him so constantly. All she need do now is wait for the completion of her work and soon she would have her ideal partner.

Her own transformation was almost done. Already she could feel the difference in her form and the nature it provided. Her vehicle-mode was completely removed and deleted from her altered T-Cog, replacing it with a more suitable one as she had anticipated. She was not yet ready to try out the new mode as there were still some configurations that needed to be done, but the rest of her structure finally looked more living and yet she knew the transmetal-like coat of armor around her body would prove as strong if not stronger than normal Cybertronian armor. She still had the same coloring as before, a black carapace exoskeleton with purple plating around the more 'softer' looking parts on her legs, arms, and neck, where a more skin-like synthetic cover molded over her servos and mid-section. Her golden plating remained as well but with black striped markings added to it. Her helm had remained mostly the same, only now she had purple glowing orbs which she soon realized were in fact optics growing out of the plating of her forehead. Her spider-like limbs had finally matched up and now she possessed eight spider legs instead of just six.

Her weapon systems had not changed at all, that she had purposely kept as she preferred how they were before. She did however feel that more was added, but she could not determine their exact function until she was fully finished re-configuring. She did however begin following a particular instinct that was driving her on and obeyed, seeing the logic in it after she analyzed what the need was. Stretching out her new spider legs, she tested them to see if they could hold her up and they did. She worked her way up to the walling of the cavern and began spinning strings of webbing all over the place in a complicated pattern not far un-similar to an earth spider. The strings were set low to the ground and over high around all the tunnels that led to the chamber, and would act as a warning signal if an intruder should touch the web. She tested the vibrations and found her sensors had doubled in sensitivity, allowing her to notice the slightest of movements along her web.

The energon that had yet to be harvested radiated through the webbing and created a circuitry through the entire chamber. Seeing this, Airachnid created a few more strings to Jack's cocoon to connect with the energon, and to her amazement, the webbing became a conduit for the energon and pulsed its life-giving properties into the cocoon.

"I should have embraced this part of me centuries ago!" Airachnid hissed in delight. "Such untapped power and all but my own inhibitions have stopped me from taking advantage of it. No more! I will become a new life-form this day and soon, my kind will spread through this universe…and you." Airachnid worked her down to the cocoon and pressed her entire frame against it, wrapping her arms and a few of her spider legs around it adoringly. "My sweet, dear Jack. You and I will rule all we see and bring such delicious agony to those that cross us!"

She felt the cocoon stir as if in response to her promise and she smiled evilly.

"Oh, you like that idea, too? I'm so glad to hear it!" Airachnid swooned, running her clawed fingers affectionately over the cocoon. "Mmm, please hurry, Jack. It's beginning to become unbearable to wait for you!"

The cocoon stirred more violently and she laughed darkly.

"Yes, I feel you! You're almost ready! Your body has taken to the techno-organic virus better than I could have imagined. It was destiny for this moment to pass, my Jack!" Airachnid crackled near the borders of insanity. "Hurry, Jack, hurry! I'm right here waiting for you!"

The energon in the chamber began to pulse faster and a humming vibrated through the air as the webbing glowed brighter. She had no idea how this was working, all she knew was that it did. It no longer mattered, her new body had known exactly what to do in order to make this all possible and soon she would not be the only one of her kind. As she crackled madly, the Decepticon insignia that had long ago been carved into her plating had begun to mutate. The once fearsome face had started to warp into an insectoid-like one with round eyes and a bladed-face plate sliced down into a needle-like point. It shined with the same light as her optics and pulsed like a heart to the same beat as the cocoon.

Her frantic excitement came to a dead halt when she felt a vibration travel from a strand on the other side of the chamber. She whipped her head around and hissed angrily as the vibration continued to get heavier. "Someone is here!" she growled venomously and bared her fangs as a greenish ooze started to pour out of them. "Whoever has the bearings to disrupt this moment will suffer like no one has before!" She turned to the cocoon and pet it lovingly. "I will be back soon, my Jack. I won't be long…"

She sensed movement from within again and she smiled pleasingly. "I know…I know, you don't want me to go, either…but I must defend you until you are ready, my sweet one."

She extended her spider legs and took to the ceiling of the chamber and made her way as swiftly as possible to the spot where the vibrations had come from. She closed her optics and reached out with her new sensors to understand what could be tripping her web. At first she just knew something was shaking it and then she began to 'see' the movement of the thing that had gotten caught by the string, she could feel how it was moving and knew instantly that it was trying to get the web off itself. Smirking to herself, Airachnid flexed her hands as the blasters in her palms charged up.

It was close to the chamber and from its jerking rhythm; it knew that it had gotten caught in her trap. Then she felt another source causing a vibration right before the string was sharply cut with a familiar ring! Her optics shot wide open and a hiss escaped through her metallic lips. "I know that sound. Only your blades have that kind of ring, Arcee!" Airachnid cursed and prepared herself.

She wished her own transformation would complete itself so she could take advantage of all her operating systems, including her new transformation mode. Then she'd stand a greater chance against Arcee and whoever else she had brought along. It was foolish to think that the Autobots wouldn't find this place so soon. Arcee was like a faulty wire, no matter how many times you try to fix it, it kept shorting out when you least wanted it to.

Her fingers danced in anticipation for the coming battle. She was going to make the blue femme bot suffer as much as possible and finally have the satisfaction of ending her spark. It was just a matter of waiting for the right more…to strike!

She locked on instantly at the entrance of the tunnel and started blasting as something zoomed out of its depths. It moved just fast enough to avoid being hit directly. It took her a moment to see it was a yellow and black-striped vehicle and it was tearing up her well-placed webbing with its tires, destroying some of her work. The yellow and black-striped car swirled to the side and unknowingly severed one of the strands that connected to Jack's cocoon. It shook violently and the energon that it had provided faded some.

"No! Don't ruin his progress!" Airachnid screamed in pure hatred at the car and blasted away madly.

The car transformed and she soon recognized it to be the Autobot they called Bumblebee. She glared even more as she remembered this particular Autobot as part of the team that interrupted her chance to first extinguish Arcee's spark. That only fueled her burning rage and started firing even more.

Bumblebee let out a series of loud noises as he flipped and dodge the onslaught. He drew out his blasters and returned fire and started leading Airachnid away from the tunnel entrance. He did so to buy Arcee enough time to get through and she came dashing in with her blasters humming at the ready and locking her optics to where Bumblebee was firing, then she gasped as she saw Airachnid's bizarre frame-work. There was no doubt that something very weird had happened to her and if she had been trying to imitate a real arachnid, she had finally succeeded. Her shock only grew when she finally noticed the pulsing cocoon connected to large deposits of energon crystals.

"By the All-Spark…what is that thing?" Arcee murmured and quickly started looking around for her partner. "Jack?! Can you hear me?!"

She took one step toward the cocoon and then heard Bumblebee cry out in pain. She looked sharply back to her comrade to see Airachnid had impaled his right arm with one of her altered legs and then fling him aside as though he weighed nothing!

"Get away from my Jack, you useless scrap!" Airachnid shouted in anger.

"J-Jack?!" Arcee whipped her head back to the cocoon and her processors had quickly realized the significance of it. "No…Primus." Arcee's optics glowed with anger and she pointed both her blasters right at the altered Decepticon. "What have you done to Jack, you slagging Con!"

"I won't waste my time explaining it to you, Arcee. He's mine now and that's all that matters!" Airachnid hissed in reply and readied her own blasters.

"You're going to tell me what you did, or I will rip each of those ugly legs off you one servo at a time!" Arcee vowed heatedly.

"Don't make promises you can't keep!" Airachnid replied and then fired her blasters, taking aim at the blue femme-bot's feet so as to not accidentally hit the cocoon.

Arcee pivoted away as was to be expected and Airachnid took that moment to switch to her web-shooters and fired off a string right at Arcee's face. The string caught and covered the blue Autobot's face, and she changed her arms back to hands so she could try and claw the webbing off her faceplate. Airachnid grinned in triumph and yanked back, pulling Arcee off her feet and flying straight at her. When she was close enough, Airachnid reached out with her normal leg and kicked Arcee right in the middle of her frame, and then kneed her in the chin. The blow sailed Arcee away from the cocoon and she positioned herself between the two Autobots and her precious Jack.

"You will never get Jack back, Autobots!" Airachnid vowed.

Arcee cringed as she picked herself up from the ground and finally ripped off the webbing covering her optics. She glared at her source of her pain and nightmares with all the hatred that burned in her Spark. "You are going to pay for whatever you did to Jack, I swear it!"

"And what is it that you plan to do, kill me?! You've tried that before and always lacked the bearings to do it. This time won't be any different," Airachnid sneered at the enraged Autobot.

"No, this time I will finish what I started. You won't live after tonight!" Arcee declared as her blades extended out from her forearms, and then charged at her with a near primal war cry.

Airachnid yelled out her own version and dashed forward to clash with Arcee. She reared up the front top spider legs and relished the chance to finally see just how well the new serrated blades held up against a Cybertronian's blade. She lashed out one leg at Arcee to test it. Arcee blocked the incoming leg and her blade shook violently when it stopped the serrated blade end of the limb. Seeing it up close, she gasped and worried of the damage it could cause her if Airachnid landed a direct blow. It pierced through Bumblebee's armor easily and he had a thicker layer than her. One good hit and she'd be ripped to pieces. Thankfully, her blade held up fine and protected her from being sliced, but the force of the leg had been stronger than she remembered and was thrown aside.

She crashed and rolled as best she could back to her feet and stared at Airachnid in bewilderment. _How in Primus's name did she get this strong?! _she thought right before jerking away from her position to avoid being impaled by an oncoming appendage.

"Yes, just keep running away, Arcee…sooner or later I will get you, and then I'll take the great pleasure of ripping out your Spark! I may even take your head as a trophy as a reminder of this moment," Airachnid toyed playfully, smirking evilly as she approached Arcee slowly.

"Like that'll ever happen!" Arcee grunted and switched back to her blasters and fired right at the spider-bot's face.

Airachnid quickly used her spider legs to kick off the ground and cling to the ceiling to avoid any direct hits. She started to hiss at Arcee when a beam from behind got her in the back. Screaming, she collapsed down to the ground and groaned in pain. She looked over her shoulder and saw Bumblebee had rejoined the fight, using his only operating arm to take a shot at her. She started to make her retaliation when she felt the barrel of a blaster press against her head.

"Don't move, you sickening Con," Arcee growled in warning.

Airachnid wanted to scream in frustration but relented as she feared the act might be mistaken for a hostile counter. "I should have ended your Spark when I had the chance…"

"Funny, I was thinking the same thing," Arcee replied heatedly and readied to fire.

She was halted when Bumblebee grabbed her shoulder. _(Arcee, wait! We gotta wait for Optimus to get here so we can figure out what she's done to Jack!)_ he bleeped.

"I'm not waiting for Optimus! This Con has been nothing but a source of suffering for me ever since I first met her!" Arcee growled and shrugged off the scout's hand angrily. "I'm gonna end this once and for all!"

Just as she was about to take her shot, Optimus Prime finally made his appearance through one of the tunnels just behind the deposit of energon crystals. "By the All-Spark…what has happened here?" Optimus Prime remarked as he observed all the webbing and then the cocoon resting near the energon crystals. He quickly spotted Arcee and saw she was getting ready to destroy Airachnid and shouted out to her. "Arcee, stand down! We do not know yet what has happened to Jack!"

"I already do! He's inside that cocoon. She put him in there and done something no doubt horrible to him!" Arcee shouted back and slammed the barrel of her blaster against Airachnid's head.

Airachnid hissed at the pain and smirked as it excited her. "Heh, heh, please, give me more!"

"I won't give you that kind of satisfaction!" Arcee replied sharply.

Optimus had finally gotten himself out of the small tunnel and marched over to Arcee and knocked her arm away. "I said, stand down! Until we know more about the situation, we cannot allow Airachnid to go offline."

"Optimus! You can't be serious, not now! She deserves to go offline!" Arcee screamed in utter frustration at her leader.

Optimus sighed and shook his head once. "Arcee, I am only thinking about Jack and if he is indeed within the confinement of that cocoon, we need first know exactly what Airachnid has done to him."

Arcee shook with anger but she relented and reconfigured her blaster back into her hand.

Optimus then turned his full attention on Airachnid. "You will tell us what you have done to Jack, Airachnid, now!"

"Or what? You'll end my Spark yourself and rob your hot-headed subordinate the chance to reap her vengeance on me?" Airachnid taunted.

"You will tell us or I will allow Arcee to finish what she started," Optimus Prime retorted bitterly.

"You're gonna have to try harder than that, Prime. But you're too late, anyway. Jack is no longer the human you once knew…he's mine now, and I'll be damned to the Pit before I let you take him from me!" Airachnid growled darkly at the leader of the Autobots.

Bumblebee had wandered over to the cocoon and started to reach out to touch it. Airachnid saw it and shrieked out at him. "Don't touch him, you wretched Autobot!"

The scout jerked back in surprise and glanced between her and the cocoon, not really sure what to make of the situation. Optimus Prime also felt the same as he was not sure of Airachnid's strange behavior. By all accounts they should have found Jack either offline or used in a trap to get them all. He then pondered on her alternate features and was curious about them.

"Airachnid, why did you take Jack if not to terminate him?" Optimus Prime demanded softly.

Airachnid jerked her head and glared at him. "You wouldn't understand, none of you would! I gave him the chance to become more than he is, a chance to rise up from the pathetic species he was born from and forced to co-exist with!"

Optimus narrowed his optics. "You had no right to force this on Jack, Airachnid. He is a sentient being and should be given the right to make that choice for himself."

Airachnid just chuckled madly. "You are a fool, Optimus. None of us have the freedom of choice. We have to take whatever we can by force in order to survive…I learned that a long time ago."

Optimus could only feel sadness as he remembered back to that day when this crazed Decepticon was once a proud Autobot. To see her fall so far had grieved him down to his core and he knew…he only had himself to blame for this tragedy.

"I wish things were different, Airachnid…but your crimes cannot go unpunished any longer. You will tell us what you did to Jack and how to reverse the damage you have inflicted on him," Optimus stated grimly and activated his sword in his right arm and his face-shield covered his face. The blade hissed out at his side and he pointed it at her to show he was indeed serious.

"It's too late, Prime. Jack cannot return to his human state after giving him a particularly vicious virus. He is now like me and will always be thus. I have achieved something not even Megatron could have hoped to do!" Airachnid giggled insanely, her optics turned toward the cocoon. "Soon, Jack will awaken and he and I can be together."

That startled them all. Optimus gazed at her in horror and then slowly moved his head to stare at the cocoon himself. "What have you done?"

"I made him the perfect partner…the only one who can be my equal in this wretched existence," Airachnid replied softly and despite Optimus's blade pointing at her, she stood up and sauntered over to the cocoon and hugged it lovingly. "Please…just let me see him one more time, let me hold him before you terminate me."

"Get off him, you slag-walking pile of scrap!" Arcee shouted and brought out her blasters once more and started to aim them, when Optimus silently put his hand over her arms.

"Arcee...don't. Look at her…she's beyond any of us now. She's sunk far into the madness that turned her into the creature she is today," Optimus Prime said in pity.

"Then that's all the more reason to put her down" Arcee challenged.

Optimus remained silent for a moment. Truly frustrated with how this all turned out. He had no idea just how things had gone this far, but if Jack was truly altered into a being like Airachnid, then there may be no hope of saving him. But he owed the human too much and had to do whatever he could to try and save him. In order to do that, he had to ignore Airachnid's wish and take the cocoon back to base.

"Airachnid, stand aside. We are taking Jack back with us," Optimus Prime declared.

Airachnid became hostile once again and bared her fangs at them. "Over my scraped body!"

"If it that is how it is…then so be it," Optimus Prime replied and slowly started to approach the insane Decepticon with his sword at the ready.

He was oddly impressed when Airachnid pressed her back to the cocoon and continued to hiss at him like a real primitive organic creature. He found himself feeling very wrong for what he was about to do, and had to use his entire will to bring up his sword and ready the strike.

"Please, understand that I am sorry that is has come to this," Optimus Prime said sadly.

"Never…Never will I forgive any Autobot," Airachnid whispered bitterly as she prepared to fight.

The expected outcome was interrupted when a wall of the chamber started to shake and crumble as a massive drill worked its way out. It charged on forward and behind it a squad of Insecticons, six to be exact, and two familiar Decepticons stalked out from the newly made tunnel.

A red and white chromed Decepticon sneered at the surroundings and made a disgusted face when he spotted all the webbing. "This place is horrible. Look at all this revolting stuff on all that beautiful energon!" Knock Out commented.

"Be quiet, you fool," Dreadwing ordered and marched over to the Autobots. "Prime, you will state your business here and why you are in the presence of the traitor Airachnid."

"This is a private matter, Dreadwing, It has nothing to do with you or Megatron," Optimus Prime warned.

"Regardless, Lord Megatron has demanded to know what you are after, Prime. I will know what you are doing here before I have you all destroyed," Dreadwing stated firmly.

"What does it matter? I don't see any artifact in here, just that ugly ball hanging behind that wretched traitor," Knock Out remarked curtly.

"It is as it appears, Dreadwing. We have come here, but not in search of a lost artifact. We are here to reclaim one of our own," Optimus Prime admitted. Slowly he turned some so he could defend himself from their assault and if Airachnid chose to attack him. He did not miss the happy gleam that appeared on the femme Decepticons optics when she spotted the Insecticons with Knock Out and Dreadwing. It did not pass him by that she just found her way of retaliating on them all. "Dreadwing, I will ask you this once. Please leave this matter to us and return to Megatron before it is too late!"

"I only follow the orders of my lord, Prime. You should have learned this by now," Dreadwing countered, starting to become very irritated with the Autobot leader.

Airachnid smirked darkly as she rose herself up on her spider legs and focused her will on the Insecticons. "You should have listened to Optimus. Then you might have gotten out of this alive!"

Dreadwing was about to order her to be silent when he noticed the Insecticon next to him start to shake and violently toss his head back and forth. Then it went still and slowly turned its face to him and flared its bladed mandibles at him. Seeing the danger he stepped back in time to miss being swiped by the Insecticon's claws and drew his weapon and pointed it at the traitorous bug.

"You dare to attack me?!" Dreadwing snarled and fired his weapon.

He got the Insecticon right in its snapping jaw as it had started to lunge at him. The Insecticon screamed in response and that opened up for the other Insecticons to attack their former allies along with the Autobots. Knock Out was cringing and yelping as his support troops turned on him and tried to claw up his beautiful paintjob.

"I told Megatron these things were trouble!" Knock Out shouted and drew his electro-staff out to shock one of the Insecticons in its side until it stopped moving permanently.

"What is going on? Why are they attacking?" Dreadwing replied, firing a few more shots at the same Insecticon that had tried to harm him.

"It's Airachnid! She's controlling them!" Arcee answered him, ducking under the claws of an Insecticon that had chosen her as its target.

"Airachnid, call them off at once and maybe I will persuade to Lord Megatron not to rip out your Spark!" Dreadwing commanded and tried to point his weapon at the spider-bot, then growled when an Insecticon kept getting between them.

"I think not, Dreadwing. There is no way I will ever grovel to Megatron ever again," Airachnid said calmly as she observed the battle and cradled herself against the cocoon. "Soon, I will have all that I will ever need."

Dreadwing snarled at the traitorous femme Decepticon and took quick note of her interest with the cocoon. "If that is how you wish it, then I will just have to ruin your plans!" He fired off a few quick blasts to knock the Insecticon standing in his way back and stormed right by it and slammed the barrel of his weapon at its face, then fired at point blank range, shattering the Insecticon's visor and killing it instantly.

He ran right at Airachnid and took aim at the cocoon and fired right at it. Airachnid screamed in fear and to his surprise, she launched herself right between the shot and the cocoon. She shielded it as best she could and braced for what was to come.

"No!" shouted Optimus Prime as he saw the weapon go off.

Time seemed to slow for everyone as the shot sailed toward its mark. Airachnid closed her eyes and waited to join the All-Spark, regretting only that her plan failed and she would never be able to reap the reward she so wanted. Then something grabbed her. It was strong and its grip was like the strongest Cybertronian metal. She felt it wrap around her shoulder and pulled her aside as the shot came close to hitting her. She yelled in surprise and jerked her head around to see who had saved her.

A large black arm had produced itself from the cocoon and a primal growl escaped from it after the shot had burned a hole into it. The arm was heavily plated and spiked out along its forearm and three claw-like blades rested on top. Where its servos bent there was grey colored metal 'skin' plating with purple striped markings around the edgings. The hand that had grabbed her was similar to Megatron's taloned fingers, thick and long and ended with sharp tips. The cocoon started to move and began being ripped away from within.

The battle had halted then to witness the being's birth as it clawed away the webbing and soon began visible for all to see.

"What on Cybertron…?" Dreadwing started to say and then fell silent in fear as the creature before him let out an earth-shattering roar.

The creature looked like a Cybertronian and yet not. It was as taller than Dreadwing himself and was heavily plated with a strange black scaly armor that looked almost completely organic and yet shined like metal. The creature's chest was adorned of a bizarre set of corkscrewed horns attached to what appeared to be the skull of a reptile. Its shoulders fanned out with more horns and curved up like blades. Like its arm, its legs were thickly spiked and ended with three massive claws for feet. Attached to its other arm was a long shield that looked more like a really thick spear, the plating was jagged and multi-layered and narrowed down to end with a wide spearhead. On its back were two folded appendages that looked like serrated swords folded in. Upon its head was a helm that coiled up into two corkscrewed horns with a few bladed edgings that made up a forehead protector, giving the helm a crown-like resembles. The face was squared out and somewhat long and its eyes had started to open to reveal glowing purple optics with black reptilian-like slits. Just by these features alone, Dreadwing could tell it was a male type form and from the model of its body, it was a foe to be wary of.

On its side was a slight singed mark where the shot had made contact and the black scales that had been burnt looked to be repairing themselves in a flash. The creature looked at its repairing wound and then up at Airachnid who was still trapped in its iron-grip.

"Oh, my Jack…you look even better than I ever dreamed of," Airachnid purred at the dark warrior.

The creature seemed to register the name and brought Airachnid closer to his horned chestplate. "Airachnid, you tried to save me?"

"Yes, I wasn't going to let anyone damage you! Not after you came this far, and look at you! A dark prince soon to be a king!" Airachnid swooned and leaned her frame against his.

The new being that used to be Jack blinked his new set of optics and groaned some. "Everything is so hazy still…hard to think."

"You're still adapting, my Jack. You're reformatted processors haven't adjusted to their new functions," Airachnid replied and reached up to stroke his cheek.

To Arcee's horror, Jack cradled his face into her hand and sighed happily.

"Jack…?" Arcee called out to the towering being.

The dark warrior turned his attention to Arcee and focused on her for a moment and titled his head. "I know you…don't I?"

"It's me, Jack. You're partner, Arcee!" she cried out and started to approach him slowly.

"No! She's a liar! I'm you're only partner, Jack! Me!" Airachnid shrieked possessively.

Jack shook his head some and growled deeply. "Can't remember clearly. Everything feels shattered."

Dreadwing was getting impatient with the whole situation. It was bad enough that he did not find any signs of an artifact for his lord, but he found one of their traitors who had taken control of some of Megatron's Insecticons. Then there was this stranger who the Autobots kept referring to by a human name. Did this creature start out once as a human being? He did not believe such a thing could be possible.

Knock Out did and was more shocked then his comrade. "Wait, this can't be…How did that little carbon based parasite turn into that?!"

"So you believe that this thing was once a human?" Dreadwing verified as he turned to the Decepticon Medic.

"The voice is similar to the brat I've tangled with, that's for sure," Knock Out remarked as he rubbed his chin in thought. The medical scientist in him had started shifting into high-gear to just what such a transformation could possibly mean for the Decepticons. Lord Megatron would be very pleased with that kind of information after all his failures. This would be his chance to regain his lord's favor after some of his failed missions. "We need to capture that thing and Airachnid! Lord Megatron will want to know how this was all done!"

"Agreed!" He readied his two-handed blaster and aimed it at the two bizarre transformers. "Airachnid, you and your creation will submit and return to Lord Megatron. This will be your only chance to come freely. If you do not, I will bring your remains to him."

Airachnid started to hiss and begin to retort, but then was carried away by Jack as he placed her behind him and took a threatening step forward. His tri-clawed foot shook the ground as he let out a primal growl at the two Decepticons.

"You will not touch her!" Jack stated hostilely.

Dreadwing smirked at the creation's bravo and loyalty, even if it was misplaced with the psychotic Con. "Your actions are admirable, but you will concede, or I will be forced to terminate you! You may have a stronger body and some power, but I am a seasoned warrior and I will take you down if you force me."

Jack continued to growl as he brought up the shield-like spear attached to his arm and it hummed as something started to activate. The spear-tip opened up right down the middle and a red glow charged up at the revealed barrel of his weapon. This startled Jack some as the weapon came to life, but then smirked at the realization that he was armed, then said to the Decepticon, "Want to re-think that statement?"

"Your weapon does not change a thing," Dreadwing replied sharply.

"No, but numbers do. Do not forget I have control of these Insecticons," Airachnid reminded her two former allies.

"And we will not stand idle as you try and take Jack!" Optimus Prime added as he shifted his hands into his main weapons and aimed them at the Deceptions.

Jack regarded the big red and blue Autobot and felt something stir in his re-configuring mind. There was something familiar about him and he could tell that he had a great amount of respect for this particular Autobot.

"Slag it, Dreadwing. We're outnumbered here!" Knock Out said and touched the side of his helm. "Knock Out to base, requesting Ground-bridge at these coordinates, now!"

Instantly, the Ground-bridge opened up behind them and Knock Out was the first to start heading for it. Dreadwing cursed silently and started to back up slowly toward the Ground-bridge. He locked his optics on the black warrior and Airachnid. "This is not over, not by a long shot!"

Jack replied with a threatening growl and inched his charged weapon at the departing Deception.

Dreadwing sent one last glare at them all and then ran over to the Ground-bridge and it disappeared from sight as it closed.

Jack deactivated his weapon and found how disappointed he was that he did not get the chance to try it out and fight. His attention was averted when a pair of hands stroked his backside, and turned to see Airachnid gazing at him very intimately.

"Mmm, these scales feel nice," Airachnid complimented as she ran them over the synthetic armored scales.

"Stop touching him!" Arcee shouted loudly at her nemesis, only to back down when Jack narrowed his optics at her and growled in warning. "J-Jack?!"

"Careful, Arcee. His memory must have been altered along with his body. He may no longer remember who he used to be," Optimus Prime cautioned, finding the irony that something similar to what happened to him after unleashing the power of the Matrix of Leadership had now befallen on Jack.

"Please, Jack…Y-You have to remember me. I was your partner before all this!" Arcee pleaded to the black transformer.

"I…can't remember," Jack said honestly, touching his head and strained to sort out the scattered images playing in his head. "All I know, all I can trust is comfort from Airachnid…there was so much agony before, it was unbearable, but her…I remember her through it all. Her touches, her compassion, I can see her face clearly through it all."

"That's because she inflicted that on you! She hurt you, Jack, to turn you into something like her!" Arcee tried to reason.

"Jack…Let's destroy them and be done with them. That blue-bot has been a constant pain to me. I want her dead!" Airachnid stated pointedly.

Jack shook his head. "No, I…I cannot."

"Why?! Don't you want to please me? After all I've done for you?" Airachnid demanded hotly.

Jack groan in frustration. "I do! But…But I cannot hurt her for some reason."

Airachnid frowned at his response . She should have expected there would be still some emotional connection to his old partner. That she would have to correct later when she had him all alone to herself. "Then let us leave, Jack…Until you can think clearer. I will spare the Autobots this one time for aiding to defend us."

"We were only defending Jack!" Arcee reminded.

"Jack, you are not your real self. You need help," Optimus Prime said.

"If you do wish to help me, then tell me what do you plan to do with Airachnid?" Jack retorted skeptically.

"…She will be made to answer for her crimes against the Autobots and for abducting you and forcing this transformation on you," Optimus Prime said honestly.

Jack respected that he did and yet did not like the answer. His weapon hummed to life as the spearhead opened up. "That is not acceptable to me."

"Jack…do not make us fight you," Optimus Prime cautioned softly.

"Leave…" Jack whispered.

"What?" Optimus Prime uttered.

Jack drew in a deep breath of air and released a thunderous roar. _**"Leave! Now!"**_

The leader of the Autobots took a step back. He tried to start reasoning with the altered transformer only to see Jack aim his cannon-like blaster at him. Optimus paused and grimaced sadly and pressed the com-button on the side of his helm.

"Optimus to Ratchet…requesting Ground-bridge, now," Optimus Prime ordered stoically.

"What? Optimus?! You're leaving him with her?!" Arcee shouted in outrage.

"We cannot force Jack to return to us, if we do so, we will only show that we mean the same harm that the Decepticons do," Optimus Primus replied to her. "Until Jack can trust us enough to help him, we must respect his wishes."

"That's awfully kind of you, Prime…but he'll never go back to you," Airachnid smiled devilishly, rising herself up to curl her arms around Jack's broad shoulders.

Optimus Prime glared at the crazed Decepticon. "There was a time when I considered you had a chance to be saved…but now I see that you have abandoned everything that once made you the Autobot I knew…Elita-1."

The smirk fell from Airachnid's face in recognition of that name. "…You were the cause of that happening, Prime…you and Tailgate."

Arcee instantly looked between her nemesis and Optimus Prime. "What does she mean by that?! What about Tailgate?"

Optimus Prime sighed and was spared for a moment to have to answer her questions when their Ground-bridge opened up behind them. "Now is not the time...Autobots withdraw." He turned his back to Jack and Airachnid and stalked away in silence into the Ground-bridge.

Bumblebee looked unsure what to do but with his damaged arm, he knew he could not do anything so followed his leader. Arcee just stared at her leader's back with uncertainty. She thought she knew the Prime and everything that made him a great leader, but now she was filled with doubt. Feeling like something just broke inside her interior systems she started walking lifelessly to the Ground-bridge, pausing just long enough to look back at Jack with a pained expression before moving on and disappearing into the tunnel, then the Ground-bridge closed behind her and left the techno-organic transformers alone in the cavern.

Airachnid hugged her Jack and lowered her optics as memories of a time long since passed slowly returned to haunt her. Jack, as if sensing her distress reach up and placed a clawed hand on her hand and squeezed it.

"This cave is compromised…we must find a new lair," Airachnid said automatically.

"Yes, our enemies will return with greater numbers now that they know we are here," Jack agreed and turned to the remaining four Insecticons that survived the battle. "What of them?"

"Command them, my sweet. They will follow your orders as they do mine," Airachnid replied and held onto him tighter.

Jack tested this as he addressed the four Insecticons. "You will follow and protect us. Help us search for a new lair."

The four Insecticons kneeled down and bowed their heads, and said in unison, "As you command, our new Master!"

Pleased with their response, Jack turned to the nearest tunnel and left the chamber of his birth with Airachnid holding onto him, the four Insecticons following obediently behind them.

None of them had noticed the small beak-like head that poked out of a tunnel away from them. Laserbeak finished recording the scene and transmitted it back to Soundwave, then detached itself from the wall it had been clinging to and started making its way back to the Nemesis.

**xXx**

**A/N: **Before anyone starts up, no...Jack is not going to be Silverbolt, or a mini-Beast Wars Megatron. If anyone he's gonna be a bit like Scrouge from Transformers: Cybertron, but with a few added perks to give Jack some originality. But thank you for the suggestions and I have taken a few of them into account to add to the depth of this fanfiction, so please continue to encourage and I'll do my best to make them work.

Till then...


	5. Chapter 5

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **Thank you all for the support! And to one reviewer who brought up a fact, no, I was not aware that in the Japanese version that Airachnid was in love with Jack and acted all lovely dovey with him and called him 'Hunk' and acting more of a love Stalker than the way the U.S. has depicted her. It was a pleasant surprise and had just encouraged me more on making this pairing work out. Granted, I'm still sticking to her personality from the U.S. point of view, as the Japanese version of her makes her out to be a chatterbox and not so threatening as the persona we're more familiar with.

I know some of you are disappointed in some of my choices and…oh well.

I'm not a mind reader and I know I won't please everyone, but this is the path I'm chosen for this fanfiction. If you wish to see an alternate one…Like where Jack becomes the bot you want him to be, then write it yourself. He's a Predacon, he's a badass dragon, deal with it. Besides I already have the characters that everyone in my reviews have mentioned planned out later on in this fanfiction. So they may not be Jack, but that doesn't mean they won't appear, okay? That's my only compromise, so don't say I'm not trying. Now let's get back to the mayhem, shall we?

**xXx**

_**Rise of the Predacons**_

**Chapter 5**

June was so distraught with grief for her son. She could feel her world cracking around the edgings as she asked Optimus Prime to repeat himself once more as it wasn't what she had wanted to hear. It was supposed to be him bringing her son back as he promised as he returned to base through the Ground-bridge. Jack was supposed to come running to her arms and she could hold him in her arms and hug him dearly. What she had been greeted with was a grim silence as Optimus Prime marched back into the Silo with an injured Bumblebee behind him. She thought maybe things had been just a bit too rough for them. Airachnid was a dangerous creature and she had proven time and again to be very lethal when in combat. She overlooked it and figured Arcee was the one that was carrying her son back to her. The femme robot was her son's guardian after all, so it was only natural that she was the one that was going to ride on in with Jack riding on her back into the base.

But then she saw Arcee.

The blue femme-bot staggered into the base like some lifeless automaton. Her shining blue optics was very deem and seemed to flicker across the shattered expression on her faceplate. She kept on walking past everyone, right up to June and only then, when she was aware that she standing at the ramp June and the other humans used to be somewhat face-leveled with the Autobots did some life pour back into Arcee's optics. She stared hauntingly at June and her mouth gapped open with nothing but silence passing through her metal lips.

"A-Arcee…Oh god. Please don't tell me my son is…" June teared up and clasped her hands over her mouth.

She had seen that expression many a time in the hospital. From patients as they lay in their beds as they realized that they were going to die at any moment. To family members as they stood back and watched the ones they loved dear leave them for the next life and could do nothing to stop it. Arcee's face may be nothing more than shifting metal plating, but in that moment, June saw that even an alien can express that same look of total anguish as a human could.

Arcee just stood there staring at her for a while, her optics widening as if she was trying to deny whatever she had seen, her head shook slightly, and then it became clear to June that Arcee was silently screaming in horror.

The medical nurse in her kicked in right then. "Ratchet! She's in shock! You need to tend to her now!"

The grouchy Medic made no comment about being ordered by a human. In times like these, he was a true doctor as he claimed to be and was by Arcee's side in an instant carefully took her into his arms and guided her away from the ramp to Sickbay. Wordlessly, he got Arcee on the unoccupied berth next to Bulkhead and quickly began running his scans on her systems. Bumblebee followed him over and patiently waited for the Medic. His wounds weren't as grave as the one his friend was experiencing right now., even if his arm went unrepaired for mega-cycles, he wouldn't care as long as his teammates were taken care of first.

Raf on the other hand saw his guardian's arm and ran over to him in concern. He wasn't a medic like Ratchet, but he knew how to operate some of the medical equipment and started plugging Bumblebee into the computer to run a quick diagnostic. At least he could present Ratchet a quick reading for him when he was done checking out Arcee.

June looked up at Optimus Prime for an explanation. "Please…Please told tell me my son isn't dead."

Optimus Prime closed his optics and gave her a brief shake of his head. "No…June. Jack has not perished from this world."

"T-Then what is it? What happened out there? Why is Arcee having a total mental shutdown, tell me!" June demanded of the towering robot.

"…The Jack that we all once knew…is no more," Optimus Prime said with a sorrow that revealed just how old the Autobot really was. His voice seemed to age centuries from what it used to sound in that once sentence alone.

"I…I don't understand," June wept, placing her hands over her heart.

Optimus Prime grimaced heavily as he forced himself to tell her the bitter truth. "Jack was infected with a virus that Airachnid somehow created at some point in time. When we found her, she herself had succumbed to this virus as she was altered in a way I never thought possible when we found her. We discovered Jack resting within a cocoon she had constructed around him, but when Jack was free of his confinement…he was no longer human."

June jumped when Agent Fowler suddenly shouted right behind her. In her grieving moment, she had completely forgotten about the only other adult residing in the base.

"What are you talking about, Prime? What did that spider-freak do to Jack?" Agent Fowler shouted up at the Autobot leader.

"…Whatever the virus's nature was, it had done the unimaginable. It had turned Jack…into a Cybertronian like us and yet not like us," Optimus Prime finally divulged to the two humans.

"Sweet Lady Liberty…" Agent Fowler whispered in shock.

"…H-He's like you? B-But how can that be?!" June uttered in complete disbelief.

"I may have an answer to that," Ratchet spoke up from the console as he worked on Arcee.

"What did you find, old friend?" Optimus Prime encouraged.

"While you all were searching for Jack, I had been analyzing some of the samplings I found around the destroyed stasis pod that harbored Airachnid. Optimus…the samples I took showed that Airachnid was not completely inorganic like a true Cybertronian. For whatever reason that I cannot explain, she was in truth made up of a techno-organic material the likes that no medic, not even myself, could have ever believed was possible," Ratchet explained and brought up the data he had on the samples he took.

Optimus Prime actually gasped silently as he gazed at the readings. "Those readings…they are the same as the creatures that Tailgate's team had encountered during their energon mission."

"Yes, I realized that myself when I compared them to some of the old files I had managed to keep when I had checked on Cliffjumper…Back before Cybertron went cold and lifeless," Ratchet agreed and then pulled up the old data and linked them together to show they were exactly identical. "Whatever happened to Airachnid mutated her structure to match the same genetic material as those creatures. And if what you said is true…then she found a way to reverse the effects on a pure organic life-form such as Jack."

"Whoa, whoa, time out!" Agent Fowler shouted out as he signaled with his hands to pause. "Are you saying that Airachnid has found a way to create more like her? And that she tried it out on Jack, whose now some techno-organic thingy?"

"Not the way I was saying, but yes. If what Optimus has said is true, and I fully believe him, then Jack is now a new life-form," Ratchet replied with a serious look. "What this means to us all…I cannot say at the moment."

It was at that moment that June had asked Optimus Prime to repeat himself, and the quiet, powerful leader of the Autobots regrettably reconfirmed that everything they had said was indeed the unbearable truth. She collapsed to her knees as she started to sob uncontrollably, one hand holding onto the rail to try and keep herself from falling completely on her face. Agent Fowler had moved to give her comfort, but then was startled when Optimus's large hand reached out and wrapped around June's back tenderly and lowered his face to stare off into his own grief. June clung to his hand and wept heavily against his metallic skin and pounded on it some with a hand to try and vent the overwhelming tidal wave of sadness and anger threatening to send her crashing.

The Prime watched the human mother and felt the same as she did and envied that humans could vent their negative emotions through the optical fluids that they called tears. Cybertronians could not cry save when serious damage had been done to their optics and energon leaked dangerously out from around them. He never would have imagined that he would have traded anything to be able to share such a human trait, if nothing else but to try and relieve the enormous amount of sorrow he had to hold within himself after countless losses. The best he could do was just silently share this painful moment with June.

He wished this was as far as it would go, but he was no fool and he knew that this situation had affected Arcee more than any of them could imagine. She would no doubt be devastated after what had been done to Jack by her most hated enemy, just the state of shock she was in was a clear warning that she was breaking apart inside. If by some chance she pulled out of her current state, he knew he would be forced to explain what he had hoped would remain in the past. Tailgate had been an exceptional warrior and good partner to Arcee. For her to have to hear the shady part of his past that involved Airachnid would forever destroy a part of her Spark, and he greatly feared that would be the final breaking point for her.

Raf, who although young, was a genius and understood things better than most people thought him capable of. He understood the implications of what had been told, but he was not yet ready to give up on his friend Jack.

"Optimus, you said that Airachnid used a virus on Jack, right?" Raf asked to make sure he heard correctly.

Optimus barely managed to nod.

The young super-genius turned to the Medic. "Ratchet, can't you find a way to make a vaccine to counter the virus?"

The old Medic hummed to himself and tapped his broad chin as his processors worked on the possible solution. "Maybe if I had a fresh sample of the adapted virus Airachnid used on Jack. Then maybe I can reverse the negative effects, but something like this has never been done! For her to be part organic…and able to infuse a pure organic life-form with inorganic properties. It…It could very much change the outcome of this world!"

"Indeed, old friend. If Airachnid choses to infect more people with the virus, she could create an army out of the human race, and become an even larger threat than Megatron and his Decepticons combined," Optimus Prime stated gravely.

"Blast it! As if things weren't bad enough with the Decepticons…now we got…got techno-whats-its to worry about!" Agent Fowler growled in frustration and slammed his fists on the railing. "…Prime, I'm going have to alert my superiors about this. This no longer is a private matter between you and the Decepticons. If humans are going to start going missing and turning into monsters like Airachnid, I cannot allow that to happen."

"Agent Fowler, this course of action will only bring great regret later on. If your government learns that there is a way to turn your kind into Cybertronians like us...they will not pass up the opportunity to harvest such a virus for their own purpose," Optimus Prime warned.

"What?! You're talking about the United States of America! We wouldn't dare turn our fellow country-men into walking terrors! That would be inhuman!" Agent Fowler demanded.

"That is your opinion because you are true believer of your government's ideals. But the fact remains that your superiors will see this as a chance to create a weapon they can deploy. Imagine an army of these human-turned-Cybertronians working for any government. Like you, they will follow their orders and do whatever it is they are told. It would tip the scale in your world and could lead to the same war that had ravaged our planet. I will not allow another world to fall to greed and corruption. This I will not allow to come to pass so long as my Spark is still within my spark-chamber," Optimus Prime said and slowly leaned to stare at the agent dead in the eyes. "Do you understand me, Agent Fowler?"

"S-Sure, big guy. But what am I supposed to tell them? They already know the boy was abducted by Airachnid. General Bryce is ready to use this situation as an excuse to start openingly fighting Decepticons…and Autobots. I just got the guy to think you weren't so bad as he thought, too," Agent Fowler groaned.

Optimus Prime pulled back from the human and frowned. "I must ask that you refrain from informing your superiors of Jack's current status. If nothing else, tell them that we have yet to actually find Airachnid or any clues to her whereabouts, until we can find the cure to return Jack to his original state."

June looked up at him and hugged his massive hand. "Please, we got to! We have to save my son!"

Optimus padded her back reassuringly. "I had given you my word, June. I will not give up on bringing your son back. I will keep my promise and see he is returned to us safely and whole."

June continued to weep but there was some strength back in her now that she had some hope again. "I don't care what we have to do, even if it's tearing that spider-bitch apart and dissecting her! I want to save my son!"

The Prime wanted to state how wrong that course of thinking would be for her, but in her fragile state he could not deny that she deserved to feel the way she did. He himself felt powerless when he had finally found Jack, only to turn away because he could not think of a solution. He was worried what Jack would do under Airachnid's influence. No doubt, she was already working on making him loyal to her and would see that he carried out her twisted ambitions, and he was afraid that she might turn Jack loose on Megatron…and if such a thing were to happen, it would only mean Jack's doom.

**xXx**

From the old mines, Airachnid and her newly reborn Jack had finally made it out. It had been slow going as the tunnel they had taken had been too small for his great bulk to move through. Had she been able to, Arachnid would have used her drill- to fashion a path suitable for her partner's needs, but that function was still offline until her body had completed its alterations. As it happened, they had to retrace their steps back to the chamber and use the tunnel that Knock Out and Dreadwing crafted with the use of their mining equipment. Airachnid sighed happily as they were outside and she marveled at how 'good' the air felt when she breathed it through her mouth. It was cool and refreshing and left her feeling appreciative of being able to enjoy such a simple act. Jack just studied their surroundings with a stoic look and then pressed on into the woods.

"We need to find a new location away from this mountain. No doubt we will soon be forced to deal with those two Decepticons again," Jack advised as he marched through the trees.

Airachnid followed him, the four Insecticons under their control silently staying behind them, waiting for any orders they may give them. "Jack, how do you feel?" she asked him suddenly.

Jack paused and turned to her. "Feel?"

"Yes, how do you feel, Jack? It has been a trying experience for you, but back in the cavern, you felt you could not harm Arcee…tell me why," Airachnid repeated for him. She wanted to understand what it was that had kept him from ending that annoying motorcycle bot's Spark.

Jack took some time to collect the thoughts his processors had been able to salvage from the distorted chaos that still swam in his mind. "I felt…wrong. I could not feel or bear the thought of anything coming to harm her. I feel I know her very well, like she was connected to me somehow, but I cannot remember the relationship we had…I…I still cannot remember everything."

"Then don't. Let me decide what you should remember, my sweet," Airachnid purred as she cradled herself against his masculine frame.

"I will try," Jack replied, unsure of what to think for the time being. He felt his mind was trying to repair itself and it was just a matter of time before it all came into place. So for the time being, he would have to trust his affectionate partner, and believe that he would know what were the right choices from the bad when he was confronted with them.

"Excellent, Jack. That's exactly what I want to hear from you. No more thinking about that pesky little Arcee," Airachnid hummed happily and with her spider legs, she pushed herself up to reach his faceplate and kissed him passionately.

Jack embraced her as the familiar feeling swelled up inside him and cried out for more. Through all he had been forced to suffer through, this one feeling he could be sure was real. It made him feel at ease with everything and that was all he cared for right now. She was his anchor in this bizarre new existence he found himself in. A part of his mind screamed at him that he wasn't always like this, that there was something else to him than the being he was now, but it was too easily ignored compared to the driving nature he now was faced to content with. He felt strong. Superior. He had a power that was just waiting to explode and it starting to bubble up inside him, getting ready to soon erupt and show the entire world he was a force not to be reckoned with. It vibrated through his entire being and he was frustrated that he was unsure what to do with it.

Airachnid had a little surprise when she felt something stir in her mouth and move on its own accord. It moved like a tentacle and she could feel a slimy coating producing from it. She found she could move it as she wanted now that she focused on the strange appendage and rolled it around in her mouth. Shockingly, the slimy thing ignited with a series of unfamiliar sensations and she gasped against Jack's mouth as the foreign readings reached her processors. It took her a moment to realize exactly what it was and she was amazed how such a slippery thing could send such pleasing sensations through her spark-chamber and the rest of her body. She was tasting her own mouth for the very first time like an organic creature. The 'tongue' in her mouth tasted with what she guessed was metallic and it felt smooth and a hint of something she could not decipher.

Her new tongue danced around in her mouth and undeliberately, she parted her lips and touched Jack's with it. She was flooded with a new taste that she could not describe, but it was good and it made her purr loudly against his mouth. The action must have been very pleasing to Jack, as he opened his mouth and trailed his own tongue against her lips. Airachnid moaned huskily and found she really liked this new addition to her body. She wanted to explore more of its functions, but then Jack started to pull away and from the look on his faceplate, he looked very aroused by their make-out session.

"Let us find a more secure location…We are still too vulnerable out here," Jack reasoned with a growl deep in his voice-box. His body had heated up greatly from the kiss and he felt a primal urge he was quite familiar with rising up and clawing at him to fulfill. He instinctively knew what he wanted to do, but he could not allow himself to divulge his want, until he was sure they were better situated.

Airachnid groaned as she was experiencing her own need for the first time in her long existence and bitterly agreed. She had hoped this might happen and she was all for seeing just how well their parts matched up, but he had been the one to remain rational, being more adapted to these new readings her processor was only now starting to translate, making her unable to think clearly. She wanted to experiment once she had the chance, and knew once they had located a more suitable lair, she would not be denied her needs.

"We best continue then and find a new lair. We may be able to salvage from an old crash site from an Decepticon vessel I had…discovered with an ex-colleague of mine," Airachnid replied.

"Would it not be compromised if this colleague of yours knows of it?" Jack said warily.

"The colleague was a Decepticon called Starscream," Airachnid said, pausing to see if Jack any memories of the delusional ex-second-in-command of the Decepticons.

Jack's optics flashed some as the name did sound familiar to him and knew immediately he felt a boiling rage for it. He forced his mind to remember what he could of the Con that possessed the name and all he could remember was a skinny-looking bot with dangerously long claw-like fingers. He wanted more information but it kept fleeting away and he growled in frustration. "I cannot remember everything about him, but I know I have a deep loathing for him."

"Everyone does for that fool, my love," Airachnid smiled, pleased that at least one of her enemies was met with the same hostility as her own. "He is just a nuisance and a sorry excuse of a bot, but he had managed to become Megatron's second-in-command, so he had some usefulness for his time. If we come across him, it would benefit the world if we just ended his Spark." Her optics glared out into nothingness. "After all, I should return the favor after he tried to snuff mine."

Jack let out a low, deadly growl. "He'll pay for trying to do that."

Airachnid gave him a teasing smile and ran a finger under his chin. "He and others, my sweet. We will deal with them all in accordance soon enough." She kissed him again and trailed her tongue tauntingly over his lower lip, wanting to experience his taste again. "Mmm, by the All-Spark, that is amazing." Then dove in for another kiss.

Jack almost began to think to hell with everything and give her what they both wanted, but then his receivers picked the faintest sound of a twig snapping. He paused and started looking around them in alarm. "We're not alone…"

The Insecticons came into action and swarmed protectively around their two masters. Airachnid hissed out at the night and searched wildly for the one responsible for ruining yet another grand moment with her man. She readied her web-shooters, aiming to catch the interloper and vent her frustrations by inflicting a great amount of agony to their well-being. Her head whipped out of the way when her sensors detected something flying at her. She dodged it just enough to see an electrically-charged cord, just barely missing her faceplate. More started to shoot out from the darkness around them and the cords latched onto the four Insecticons and shorted them out to submission.

Jack bared his metallic teeth, flashing a set of deadly fangs at their attackers and zeroed on one of them. They thought they had hidden themselves, but Jack could smell them. He could hear their beating hearts pulse loudly now as they rushed around in a hurry. Then his vision changed and the night no longer looked dark to him, it was as clear as day and he could see multiple small people moving around the trees. Jack locked on one that thought to try and sneak up on him. He whipped around and stabbed the ground just a foot away from the attacker with his arm-mounted weapon and glared down at a strange human wearing a bizarre full body-suit uniform. His mask was goggled, giving him a somewhat, emotionless bug-like expression.

At the sight of this man, Jack jerked back as flashes of his memory flared in his mind. He had encountered these men before. They may have appeared small and fragile looking, but they were not foes to underestimate. The flashes ended with a particular scarred face that had starred down at him once, as if he was some inferior worm, thinking he was supreme in his ways and Jack snarled angrily.

"M.E.C.H…" Jack hissed out darkly and slammed his clawed foot down on the human. It wasn't enough force to kill the human, just enough to pin him. "Where is Silas…?"

"I will not tell you anything," the human grunted in pain, trying to free himself from under Jack's foot, only for the talons to dig into the earth and slice into his uniform.

Jack readied to threaten the human again, but then caught sight of more of the M.E.C.H. agents as they converged on him in attempt to save their fallen man. Or that was what he thought until one of the soldiers took aim at the man's head and fired his weapon. Jack stared in disbelief when he saw the man's skull explode from impact. He stared in horror as the blood coated over one of his claws and the earth around it.

"…That…That was unnecessary," Jack murmured silently.

The humans did not seem to care or pay any heed to his reaction. They circled around him to try and trap him before taking aim.

"You would kill one of your own?" Jack snarled at the agents.

"The enemy cannot learn of our secrets. If one of us falls, then they become liabilities that must be dealt with," one agent answered as he started to squeeze the trigger.

Jack's optics began to glow angrily and he let out a monstrous roar that shook the humans back. One man fell and clutched at his helm where his ears were as blood began to gush out of them. The others tried to hold their ground as the force of the roar vibrated through their bones. In a rage, Jack raised his arm-mounted weapon and slashed at the nearest stunned soldiers. They had no time realize they were being attacked when the blade of Jack's spear sliced them cleanly in two. He took out three of them in once swipe and then turned and swung again, decapitating two. The others did not last long after one more swing of his spearhead, then turned his attention to his partner, who had been fairing nicely on her own.

Airachnid was no fool as she had seen how skillful these batches of humans were. Her agility was far better than theirs, even before she altered her body. They could not react in time when she impaled the humans that were stupid enough to engage her and soon had a trail of bloody bodies littering the forest floor.

"Hmm, I suspected Silas had been keeping taps on me. He seems to show up almost right after I've appeared in a place," Airachnid said idly as she picked up one human and twisted his body, snapping his spine easily and discarded his body like a fleshy rag doll, then grabbed another and brought him up to her face. "How did you know I was here?"

"G-Go fuck yourself!" the M.E.C.H. agent sneered at her right before he screamed when she snapped her fangs down over his head and literally bit his head off and spat it out right in the lap of his fellow comrades, sending the human screaming in terror when the head stared face up at him.

"Why fuck myself when I have a deliciously handsome partner to do it for me?" Airachnid snickered cruelly as she licked the blood off her metallic lips, purring at the taste of human blood. She tossed the headless body aside and watched as Jack vented his rage on the remaining lot of soldiers.

She saw the blood staining his spear and the ruined bodies he left in his wake. The sight had stirred a part deep down in her body in a way she was very familiar with: excitement! She found her hand began wondering down to her cog-piece on its own accord and sliding her fingers over it while the other curled around the edge of her chestplate. She gasped some as a surge of electricity shot up her body from her cog-piece to her spark-chamber and collapsed to one knee and panted heavily as her body tingled with a pleasing glow.

"W-What was that?" Airachnid said to herself in surprise, looking down at herself.

From underneath the protective plating of her cog-piece she saw fluids leaking down her leg. She ran a quick diagnostics of her systems for any damages that she, for whatever reason, sustained during the skirmish. Everything read back in the clear and functioning normally. A slight tremor of the ground revealed to her that Jack was moving quickly over to her, having seen her go down and looking unsettled. He feared that she had been hit and was in need of assistance, but as he neared his nostril-receptors picked up the scent of something sweet and intoxicating. He looked down at her and spotted the fluid trailing down her leg and could not stop the wicked smirk that rose up on his faceplate.

"That really turned you on, didn't it?" Jack said in a alluring manner.

Airachnid looked up at him in wonder and then realization soon dawned on her and she looked back at herself, and then slowly began to laugh. "…S-So I just had my first sexual stimulation. Oh, by the Pit, I am going to repeat that, but this time you are going to help me with it!"

Jack chuckled and reached down to pick her up and held her in his arms bridal-style. "Looking forward to it. But let's make sure we won't be shot in the back while we are, okay? We need to see if the Insecticons are okay."

He turned to the downed Insecticons and saw they were starting to come around, seeing they were all still functional. They crawled on all fours to his feet and said in unison, "Forgive us, our lord…we could not defend you!"

"It was M.E.C.H. so it is understandable. They're the only humans that know how to take down beings like us. Do not be discouraged from this incident. We will make M.E.C.H. pay for attacking us when the time presents itself. And they will pay dearly with their lives, I assure you," Jack stated with pure determination.

The four Insecticons stared in amazement at their new master. They were forgiven? Had it been Megatron, they would have been lucky if they made it away without being damaged or end up offline. What was more, he promised them a chance to regain their honor and that sent their mandibles clattering excitedly! This master was different from Megatron, that was for sure, but their collective minds agreed this one was much more to their liking. Seeing the carnage he reaped on the weak, pathetic species for daring to attack them showed he was not weak in retaliating with force. One felt they needed to alert the rest of the hive and sent out a transmission that only one of their kind could receive.

Airachnid was awed at how well he had acted just then. He had the makings of a true leader and that just made her choice all the more gratifying. Jack would indeed become a ruler, the kind she would excitedly do everything in her power to see become a reality. He showed no hesitation when confronted with his enemy, no ounce of mercy when they showed they possessed none of their own, and he executed them so brilliantly she was beginning to feel herself ready to explode once more just thinking about it.

Jack appeared to sense she was getting very excited as he looked down at her and smiled knowingly. He looked back to his groveling Insecticons, and ordered, "Transform and carry your masters to our destination!" He had yet to figure out how his body can transform and as Airachnid was in the same predicament, they needed to move fast. There were too many factions out for them now, too many enemies to try and hold out until their luck ran out.

Obeying him, they transformed into their insect-mode and took to the air as they unfolded their cybernetic wings. It only took one of them to lift Jack's body up from the ground while the other two stabilized him by grabbing hold of his legs and they launched off into the dark sky. The fourth one followed behind as gear guard to prevent and rear attacks from taking them by surprise.

Airachnid gave the minions the coordinates they sought to go to and snuggled lovingly into Jack's arms and relished the moment as they flew.

Jack stroked her back affectionately, but his mind began to wonder what they would do. They were only two, even with the Insecticons under their control; they were still Decepticons and could still be influenced by their original leader. That would not do. He needed warriors that would be loyal to them and only them. His enhanced mind processed some ideas on how he could succeed in this as he began laying the groundwork for this. Airachnid had said she wanted to create an empire, one for their kind, and he would see that happen…and woe to his enemies who tried to get in his way.

**xXx**

On board the Nemesis, Megatron was replaying the video-fed provided by Laserbeak. The crafty surveillance bot always did Soundwave proud and had snuck way ahead of the Decepticons that Megatron had sent out. The feed had caught everything just as the Autobots found and engaged Airachnid. The volume was perfect as Laserbeak's receivers were just as good as Soundwave's and caught everything that was said by Megatron's enemies.

The ruler of the Decepticons watched everything with vigor when he saw the strange modifications Airachnid had somehow done to herself. She was faster than before as she got the drop on the annoying, yellow scout, then at the strength she possessed when she tossed him away with the skinny limb like it weren't nothing. She almost made short work of the blue Autobot had the scout not manage to recover from his dazed state and fired on her. He had his receivers at maximum so he did not miss what was said right when Optimus Prime appeared at the scene. His eyes locked on the cocoon after Airachnid had finished explaining what she had done and Megatron found himself shocked by what the accursed traitor had accomplished.

He remembered the human Jack all too clearly from his first encounter when he was trapped in rock after a cave-in that he unwillingly triggered. The human had the chance to finish him off, but because of the deluded teachings of the Prime, the human saw not to take the chance for greater glory and end his Spark. That had stung his pride that a human thought it was beneath him to finish him, a being of absolute power! He had hoped to one day make the human regret showing mercy to him once he had finished the Autobots and took his world away from him, but now it seemed his plans for the boy would change.

The footage showed how his minions drilled their way into the chamber and nodded in approval at Dreadwing's loyalty to him as he faced down the Prime, only to snarl when the wretched Airachnid took control of his Insecticons and turned them on his Decepticons. How she had such complete control over his shocktroopers was still a mystery to him, one he would need to correct somehow. He quickly forgot that detail when the cocoon began to move and out came a massive arm that saved Airachnid from her fate. He was amazed at the fierce warrior that ripped out of the cocoon and let out a roar the likes that made even Megatron feel somewhat wary and forced him to lower his receiver's levels to reduce the pain it caused him.

The being did not at all look bothered by the shot from Dreadwing's cannon, something that was not easily shaken off by most Cybertronian armor.

"Incredible…such a powerful creature," Megatron admired as he studied the creature closer.

He was disappointed when the rest of the scene played out with his Decepticons retreating, and then surprised when Optimus and his Autobots left the altered human with Airachnid. Obviously, his old enemy had not quite become as ruthless as their last encounter proved. But it was to be expected. Optimus would never do anything to endanger the people that he cared for, a weakness that Megatron would exploit soon enough.

He cut off the footage and turned to Soundwave, who as always waited patiently for his master's response.

"This is unparalleled…That Airachnid could possibly create such a warrior from a mere human, a boy even! We must have that virus she created, now!" Megatron declared to his spy. "Soundwave, forget your current project of decoding the Iacon Inscriptions! This takes presence over everything! You are the only one I can count on to get this mission done. I want you to go out and track Airachnid and her altered human down!"

Soundwave nodded but then raised his head replayed an image of Jack's new body on his visor. Megatron knew him well enough to understand the silent question.

"Once you have located their position, I will personally deal with that traitor, but only after we obtain the virus, and if possible, I wish to bring Jack into the Decepticon fold. He could prove a valuable asset for my conquest!" Megatron replied.

Right then, Knock Out and Dreadwing entered the bridge to report how the mission ended.

"Lord Megatron! We have urgent news!" Dreadwing started to say, only to be silenced when Megatron sliced the air with his hand.

"I already am aware of your encounter…thanks to Soundwave's endless accomplishments, unless the both of yours!" Megatron replied with a displeased sneer.

"B-But, my l-lord! If you know what happened, then surely you saw we were outnumbered and those ugly Insecticons turned on us!" Knock Out shouted desperately.

"Yes, they did…" Megatron murmured in response and thought about his more lethal minions. "For the time being, all Insecticons are to remain aboard the Nemesis until Airachnid is vanquished. I will not have any more of them be lost to her will, as they are mine!"

"Shall I see to their containment personally then?" Knock Out pleaded gleefully.

"See to it," Megatron replied with a nod. "Tell them my orders and if any one of them disobeys, they were be terminated!"

"Gladly, my lord!" Knock Out smirked wickedly and left to carry out the order with satisfaction.

"My lord…why were we being watched? If you were aware of the situation, then why were we not sent more forces to even the odds! I could have finished Airachnid right then, if—!"

"Silence, Dreadwing! I am the one that will decide such things. Be glad that I am overlooking how this recent mission of yours ended. Airachnid has proven her existence requires a bit more time before she is to go offline. What she has done has changed the outcome of this war, and I will have that power under my control before she begins undermining it with her own human-altered forces!"

"Please, allow me to go after her and retrieve these secrets!" Dreadwing requested.

Megatron stared coldly at him for a moment, then relented, "I am sending Soundwave out to find her. Once she has been found, I will allow you to accompany me to aid in capturing her…be grateful this small charity, my second lieutenant."

Dreadwing accepted the offer graciously.

"Now get out of my sight until it is time," Megatron spat dismissively.

Dreadwing obeyed and decided to help Knock Out with his orders. He now understood the Narcissistic Medic and his dislike for the Insecticons. Because of their weak-willed minds, they fell prey to Airachnid's control and cost him a chance to please his lord. Such a liability was dangerous for them and if he had his way, he would just terminate them all and use their remains as armor to re-enforce the ship's haul. They were only good as shields anyway and got in the way more than aided the Decepticons. He felt it was time to remind the ugly bots their place.

He stalked through the ship to find the few Insecticons that were moving around freely on the ship and ordered them to the chamber they had made their own. Knock Out was overzealous as he made the Vehicons herd the rest of the Insecticons to their chamber, gladly using his shock-staff to get them to move quickly. The Insecticons hissed and looked to retaliate, but the threat by their lord Megatron stayed their claws from striking back.

Once they were all locked inside their chamber, Knock Out turned to Dreadwing, and commented, "Finally, these repugnant things are no longer crawling around the ship! If this keeps up, we might be able to scrap the whole lot of them."

"You and I are in agreement on this, Knock Out. Such wayward soldiers do not deserve a place in Megatron's army," Dreadwing replied and shot a glare at the door before turning away and marching off.

Knock Out smirked at the door and tapped it with his shock staff. "Here that, you better pray that Lord Megatron still finds a use for you bugs. Otherwise…you'll end up just like the creatures you imitate, flattened and squished under Megatron's foot!" He stalked away with a laugh and made his way to Sickbay to buff some of the scratches that he had gotten from drilling through solid rock.

From behind the door, the occupants hissed and snapped their mandibles in contempt. Their shared mind buzzed with rage at the offensive treatment they were just forced to take. None of them had any clue what they did to anger their master, until one of them got a transmission from one of their lost brothers.

One Insecticon chose to speak with his voice rather than his mind. "Our brothers are still alive…they are with our Queen."

"She lives but she is not our master Megatron," one Insecticon retorted.

"Not Megatron but she awoke us from our stasis. She had need of us," one crackled his mandibles excitedly.

"She forsook us!"

"No, captured! She was tricked! Remember, brothers, we share our minds with her and we saw she was trapped in stasis by an Autobot!"

"Silence!" One Insecticon, one that had just recently been repaired from a recent skirmish with the Autobot Wheeljack and a human girl. He wasn't at full operational capacity, as their master had felt his failure did not deem him worthy of full systems repair. Because of it, he could not walk properly and his armor had not yet been buffed.

Hardshell hissed angrily at them all. "I, the strongest Insecticon, will decide what to do about this new outcome!"

"You were the strongest…now the frailest," an Insecticon snickered.

Hardshell whipped around and grabbed the head of the Insecticon that insulted him. "Not so frail as you might think!"

"Peace, brother Hardshell…we must think of the opportunity our lost brothers have just informed us," one Insecticon said. He was the same model as them but his shell-covering was more a sickly purple and black than theirs.

"Kickback, you speak of our Queen's chosen King?" Hardshell responded.

"Yes, he is young but he is strong and he defended our brothers when humans attack them. He is more reasonable, more understandable than Megatron," Kickback replied.

Hardshell would have called this supposed King a weakling…but after his last encounter with a human, all the Insecticons now saw the humans a threat as dangerous as a horde of Scraplets. Yet their loyalty to Megatron could not be dismissed.

"We serve Megatron!" Hardshell replied vehemently.

Kickback just chuckled. His brother may be the strongest, but he was not the smartest. Kickback was given the freedom of free thinking, even with his connection to their collected minds, he could analyze things from a different perceptive than his brothers, making him just as deadly to their enemies as Hardshell's strength was to them. With his intelligence he had quickly weighed the current state for himself and his brothers. They were loyal to Megatron and were his tools, but was he the right master to use them correctly? So far since they awakened from stasis, they have been used as nothing but cannon fodder by Megatron and the other Decepticons.

He had a great dislike of Knock Out and it only grew to hatred after the Con had been too eager to shock his backside with his shock-staff when he forced him to their confinement. Airachnid was more like-minded to his own, their programming recognized her as their Queen and knew that if she was free, then it would explain why Megatron had them locked up. He knew if Airachnid chose to call the rest of the Hive to her, they would answer unquestionably, as they could not deny her will. Megatron was not known for his patience and if he felt anything would weaken his forces, he would be ruthless in his resolve to correct that weakness.

For now their current master did not condemn them to the Pit just yet. He obvious isn't threatened enough to believe they were expendable, which only meant he planned to terminate their Queen so she cannot influence them. Kickback, by nature, was very much like his Queen's, vicious and cruel and he did like to inflict horrible pain in his enemies when given the chance. Because of that shared likeness, he favored her more than Megatron and did not like the idea at all of her going offline. This could only mean one thing to him, and he had to make a compelling case to his brethren.

"My brothers, we must take this time to consider…not serving Megatron," Kickback announced.

He observed their individual reaction and saw that more seemed to favor the idea than oppose it.

Hardshell, being one of the few to dislike the subject. "We cannot abandon our master!"

"But he already abandoned us, Hardshell. Look at the state we have fallen, look at yourself! Had he been a wiser leader, he would have sent more of us to deal with the Autobots than just a few. He is weakening us with every possible chance that arises. Have you not noticed by now that more of us are destroyed than those weak, feeble Vehicons? No, since we returned to Megatron, we have been the first to be sacrificed and nothing has been done to repair or add to our numbers!" Kickback quickly proclaimed, snarling at his frail brother. "Our Queen is our best bet and her chosen King has shown a better hand on our kind than Megatron! We only serve Megatron because he is strong…but he is not one of us! We belong to the Queen and only her!"

"And this King? This…Jack?" Hardshell questioned.

"If our Queen has picked him, then he is worthy! Do you wish to remain in your fractured state until Megatron decides you are worth fixing? Or do you want to regain your honor and fight for a King and our precious Queen, who are worth being ruled by?"

Hardshell did take that under consideration. He was not at all happy that he was reduced to the state he was now. Such weakness was an insult to him and to still be alive to face it was the ultimate punishment Megatron had forced on him. This may be his chance to regain his glory and make Megatron pay for this great insult.

"…What do you propose, brother?" he relented.

Kickback flared his mandibles as his jagged teeth curled up in the imitation of a smile. "We return to our Queen immediately! Are we in an agreement?"

Chatter filled their minds as now all the Insecticons were of the same opinion now.

"Then let us make our exodus from this ship while we still have the chance!" Kickback announced and then attacked the ground with claws and bit into the plating and started ripping it aside.

His fellow brethren swarmed around him and began helping him rip away the flooring and started to work their way to the outer haul. The ships alarms went off as they tore through one level of the ship at a time. All the Vehicons that got in their way were destroyed in nano-seconds before they caused any harm to them. Soon enough they had made it to the last layer of the ship and quickly barrowed through it, coming out of the underbelly of the vessel. They fell from the hole and transformed into their insect-mode and took flight, speedily distancing themselves from the ship to evade the cannons that came online and began firing on them. A few had sacrificed themselves in shielding the rest and took the blasts that ended their existence for the survival of the whole.

Kickback remembered each one that fell, their last thoughts burning into his mind as they perished only fueling his anger. Megatron would pay for their deaths and promised revenge for those that fallen under his rule. He carried the weakened Hardshell, with the aid of another brother and they flew as fast as their wings could carry them to where he heard the silent call of their four brethren, signaling to them that the entire Hive would soon join them.

**xXx**


	6. Chapter 6

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **Wow, I didn't expect this fanfiction to take off so well. Glad that everyone likes this story so much. Oh, and a direct reply to "To Anonymous": one word you need to learn…Patience. I'm not planning on rushing this fanfiction and I will cover everything regarding Jack's new form and his abilities, same with Airachnid's techno-organic nature. There is a plot to this fanfiction and it will be explained in time, maybe not as fast as everyone wants, but things will work out over the course of a set time. I hate it when people just rush into everything and "BOOM: I'm Goku's clone, you're all fucked now."

For the purpose of this story, Jack is still young and a brand new Transformer. He hasn't had the time to learn all he can do, what he has done is purely instinctive such as his arm-mounted weapon turning on due to his desire to fight, his roar is also a weapon, a secondary weapon he hasn't really accessed its full potential, it's just an outlet for his growing rage. As he stands, he's nowhere near ready to fight Megatron on even grounds, as he's still completely green, as his mind is only a sixteen-year-old teenager supped up with a techno-organic upgrade. But I'm not underestimating Jack by any means. He has faced down challenges that would have freaked out other teenagers that would have led to their demise or horrible mental scaring.

He was entrusted by Optimus Prime himself with the key to Vector Sigma. That alone speaks volumes if the Leader of the Autobots has that much faith in Jack.

I'm not yelling at you just saying: "Hold your horses a bit there, son."

I will get to the topics you have mentioned and probably the ones you already are planning on telling me, just be patient, okay? And by the way, got Transformers: Fall for Cybertron when it came out and beat the campaign first night, and have all my transformers up to level 25 in multiplayer in Transformers: Fall of Cybertron…and ppl hate me when I go Scientist, and I just got the Dinobot DLC for it and am now rocking it with the dinos. Can't wait for the next DLC with the Insecticons available for multiplayer.

Shout out to JasonVUK, you are awesome! Love your Jack/Arcee story and I want to ask that everyone who has read this fiction up to now, to please, go and read his work, it's emotionally moving...and the best romance I've read with Jack and Arcee that doesn't involve Pretender technology.

Now to warn you all: There is a short lemon in this chapter, so the faint of heart or not into reading lemons AVOID THAT PART and continue after it, or just don't read. You have my warning, so whatever happens is in your hands. ON WITH THE SHOW!

**xXx**

_**Rise of the Predacons**_

**Chapter 6**

Ratchet was just completing his repairs on Bumblebee's arm when he noticed Arcee stirring from her berth. He frowned sadly as she started fidgeting some before she started to come to. Her optics fluttered open slowly and she started to become aware of her surroundings and wondered why she was in Sickbay, until her processors rebooted the recent events that had occurred. Grimacing in emotional pain, she tightened her fists and glared at the nearest person, who unsurprisingly was Ratchet as he walked over to her.

"Did you know, too…" Arcee demanded coldly.

"Arcee, I suggest you hear it from Optimus before you begin to judge anyone," Ratchet answered curtly, then turned is back on her to return to fixing Bumblebee.

"I said did you know!" Arcee almost screamed.

Ratchet stopped and refrained from looking at her as he did not wish to reveal his sudden sorrow to her. "At the time, I was just the medic that was chosen to make repairs to the scouting team after they returned. I had no idea of what transpired until after they were healed and Optimus brought them in to questioning. At first…I believed the story they told, how there was nothing that could be done to save the Autobot that was once called Elita-1…and another that was lost on that wretched planet."

"Wait…there was someone else left behind?" Arcee said slowly.

"Yes…There was one other that was lost to us during that time. He…" Arcee stared at the old medic as he started to tremble with regret. "…I need to return to fixing Bumblebee's arm. If you want the answers you wish, then go talk to Optimus." He then walked back to the scout and silently returned to welding the damaged armor.

Arcee watched him for a moment as she tried to wonder what had gotten Ratchet so emotional. He was grouchy and at times cold towards everyone around him, but never so…distant. She slid herself off the berth and began her search for Optimus. Along the way, she passed Wheeljack who was assembling one of his grenades with Miko watching on with complete focus; a rare sight and a disturbing one in her view. Miko was never one to focus on a task and to see her so wrapped up with what Wheeljack was showing her worried Arcee deeply. She looked over to the ramp by the main-computer to see June was watching Miko, also having a concerned, disapproving look on her face, but the woman just lowered her head when she saw Arcee.

"…June…I…I'm…"

June looked up knowingly and sighed, "I know, Arcee. You did everything you could…I saw the state you were in when you found out about Jack. I probably would have reacted the same way if I saw what you had to."

"June, believe me when I say I will find a way to help Jack," Arcee said deeply as she put her hand on the railing of the ramp.

June touched Arcee's hand and nodded. "I know…we both have to do what we can for Jack's sake."

Arcee nodded herself and then continued her search for the Prime. She found him up top of the Silo, oddly at her spot next to Cliffjumper's grave. "Anything about Cliff I should know about, too?" she said, unable to keep the bitterness out of her voice.

Optimus glanced over his shoulder at her as she approached. "No, Arcee…Cliffjumper was the only one I trusted with that important mission, besides Elita-1 when she was an Autobot. He was an outsider to the team, but he had a way of warming up to anyone." He gave her a knowing look. "As you yourself have come to learn."

Arcee could not help but smile as she agreed. Cliffjumper had a way of making everyone around him feel comfortable and was always ready with a joke or a story to help ease everyone's mood. "Yeah, that was Cliff all right." She went over to the grave and touched it once, her sign of respect for the memory of her partner whenever she came to visit him. "Optimus…Ratchet told me someone else was lost on that mission besides Airachnid. Please, I need to know what happened back then…why Tailgate did what he did."

Optimus had been waiting for this conversation and had tried to think of the best way to break it to his emotional-scarred teammate, but no matter the choice of words he could use, she had to finally hear the truth now. "Tailgate was a part of a scouting team called the Pathfinders who were led by an Ex-Wrecker commander known as Springer."

"Springer? I know of him," Arcee commented.

Optimus nodded. "Then you know they headed into unknown, hostile territory without fear to scout potential threats and had been instrumental during the war when Decepticons had tried to lay ambushes for unsuspecting Autobots, but then when the war turned for the worse. I had re-assigned them to begin seeding potential habitable worlds with energon resources should we be driven from our home," Optimus Prime reminisced before he took on a grim tone. "One world had looked promising to the Pathfinders, one that Springer had believed could become a perfect second-home for the Autobots, as most of the world was similar to Cybertron, and yet very much alien. Everything on the world was inorganic and yet held organic-like qualities the likes that no Cybertronian could have thought existed. But on this world, it was possible and its native life-forms had seemed at first docile and kindly, even though they did not possess the self-awareness of a sentient being."

"So this world, it was really an entire planet of techno-organic life? B-But why wasn't this ever told to anyone?" Arcee said in amazement.

Optimus nodded. "The planet's location and history had been hidden by the Council for unknown reasons to the mass majority. It was not until after I became a Prime and was allowed full access to all the Archives did I learn of this. It seemed there had been attempts to colonize this world at one time, but the colonization had mysteriously been aborted. Springer's team had come across an old data-log by the commander of that mission, but it held no warning for the horrors they would soon discover. He approached me and asked that I grant them permission to investigate planet and with the way the war was shaping, I feared we may have to evacuate Cybertron when our world began to go offline."

"How did Springer come across that data-log?" Arcee asked.

"…He did not say. I should have questioned him then, but I did not have reason to mistrust his findings or his sources. So in compromise, I allowed his team to go investigate the planet as well as seed it with energon should we retreat to it. Although I was only recently made a Prime at that time, I still wish I have better wisdom in those days after the team returned…with causalities," Optimus Prime responded and could not hold back some of his sorrow.

Arcee wanted to ask more questions but out of respect for her leader, she waited until he was composed enough to continue. Optimus Prime walked over to Cliffjumper's monument and placed a hand on top of it, being mindful not to disturb the piled rocks that made it up. "When she was known as Elita-1…she was still innocent and not yet ready for the ravages of war. I had personally requested she go on the mission, feeling she might do well as a member of the Pathfinders as her skills of navigation and resourcefulness had been impressive for one so young as her. Springer accepted her but some of the team did not. Seeing their behavior, I temporarily assigned Cliffjumper to their team to watch over Elita-1, as he was good friends with Tailgate and I thought with him there to mediate, she would be accepted easier."

The Prime sighed and released his hold on the monument and turned back to the setting sun over the horizon. "It had ended in disaster. When the team returned, they reported that the world was inhabited by dangerous creatures that fed on any living source, including inorganic life-forms. They were swarmed and nearly devoured by the creatures and had to make an emergency lift-off to escape the native predators…but after I had spoken with the team, I had reason to doubt things did not exactly go as they did. Now I can confirm that they had lied to save themselves from being trailed." He slowly turned to Arcee and locked his sympathic optics on hers and when he spoke, there was more emotion in his voice than Arcee ever heard from her leader. "It was when I looked into the record mission logs in the Archives that I learned the planet had encountered these creatures and lost many of their crewmen to them. Only a handful had made it safely back and had told the Council of their discovery, but also of what they found on the planet."

"What did they find?" Arcee asked.

"…A temple of early Cybertronian design. The planet had once been a second homeworld for our ancestors, but something went wrong and the planet became feral and its inhabitants disappeared. The original crew that discovered this temple had learned that it was created by one of the first Primes, but before they could learn more of the temple's secrets, they were attacked by the insectoid-like creatures that later attacked Springer's team," Optimus answered and his fist began to curl into a fist. "When I questioned Springer if he knew about the temple…he did not deny or confirm he was aware of its existence. When I looked further into the matter, I had learned that Springer's team had landed in the exact location of the temple's reported co-ordinates. None of the team would reveal what happened, as their loyalty to Springer was absolute, and then there was a mysterious assassination attempt on Cliffjumper's life while he was in recovery."

Arcee gasped in shock. She never heard this from Cliffjumper and wondered why he never told her.

"He was saved by Tailgate, who had wanted to see how his recovery was fairing, and reported that a Decepticon spy had somehow snuck into the base and tried to extract information from Cliffjumper about the planet. It was then that I realized that Springer…was hiding something. I wanted to put him on trial and see that he answer for his crimes…but by then Megatron had gained too strong a foothold and with the loss of soldiers every day, I could not act on it. Springer and his team's story were accepted for the time, until after Cybertron was once again peaceful…but that did not come to pass." Optimus finished and turned to looking out at the sunset.

"Optimus…who was the other Autobot lost on that mission? You've yet to say who," Arcee felt terrible for probing into Ratchet's past, but with this revaluation, she could no longer be sure she knew any of her teammates like she used to.

"A young medic that was under Ratchet's mentorship named Red Alert decided he wanted more adventurous life and had signed up to join the Pathfinders as their Field-Medic. He was the first to fall victim to the dangerous creatures that attacked them, then Elita-1…until she returned as a Decepticon. Springer stated in his report that Red Alert was dragged away and they only found two of his hand when they tried to track and save him…It was then that they learned of the massive numbers of the creatures and was forced to abort the mission, and I believe it was then that they abandoned Elita-1 for whatever reasons they deemed was necessary at the time," Optimus answered and then decided to go back into the Silo, but before he did, he placed his hand on Arcee's shoulder. "I did not hold this information back from you, because I did not think you shouldn't know. I held it back so that Tailgate could have a second chance to make up for whatever wrongs he may have committed with the Pathfinders, and because when I saw how well he did with you and how protective he had become of you. I felt it only right that Tailgate's dark past remain in the past. I did not wish for you to think less of your partner, not with the bond the two of you had shared."

Having said all he felt was needed, Optimus Prime left Arcee by the monument to allow her time to process the truth and work out any issues she needed to. She remained there for some time as she tried to figure out how she felt about the truth. For so many years she thought it was just sadistic pleasure that Airachnid had killed Tailgate to gain the co-ordinates of an Autobot attack. To now know he had a hand in turning her into the psychotic creature she was now was almost too much for her to take. There were so many things she was confused on with. It was simple to just hate the spider bot and think she was only a wretched Con that needed to be put down. Knowing she only became that way because she was abandoned by her team, her partners, to save themselves. Then she began to wonder…would she have been any better had that happened to her?

**xXx**

They soon found the wreckage of the destroyed Decepticon ship's stern of the _Harbinger_ and settled down. The ship looked as desolate as was to be expected, but Airachnid paid it no mind. With a few touch ups and some creativity, it would make an adequate lair for their use. Jack stalked over to the gaping entrance where the ship had been torn in half after the battle that forced it to earth and started sniffing at the air. There was a scent that seemed fresher than the stale air that permeated around the wreck. His nostril-receptors were a thing to marvel as he was learning minute by minute how sensitive it was and was beginning to sort out the load of data they filtered to his processors when he inhaled the air through them.

"Hmm, someone's been here…recently, too," Jack commented finally as he tried to pinpoint the source.

"No doubt that idiot Starscream had made his way back here at some point in time after he fled from Megatron. He may even be inside and using it as a shelter," Airachnid mused as she flexed her talons eagerly. "It would be a great joy to stain the walls with his energon and parts!"

"If he is still here…he won't remain alive for long," Jack grunted and stalked inside the ship, finding the trail getting stronger as he went.

Airachnid sauntered up behind him and rose on her spider legs so she could wrap her arms around his neck. "Mmm, tell me, my sweet…Just how do you plan to finish him off?"

Jack grunted a laugh and glanced at her out of the corner of his optic. "You really get turned on when mutilation is going to happen, don't you?"

"It's just my kink," Airachnid said with a flirtish wink.

"I'll keep that in mind," Jack replied softly and then took a moment to observe the corridor. It looked rather good considering it had been here for ages. "Doesn't look so bad once you're inside."

"Wait…the power is on," Airachnid noted as she saw some of the hallway lights flickering and she could hear the soft hum of flowing energon in the interior of the ship. "Starscream has been here and if some of the ship's systems are working…I wonder what we might find."

"Let's find out," Jack said and they began their exploration. He signaled for the four Insecticons to guard the entrance. "Watch the entrance, if Starscream appears from either the ship or from the sky…capture him. I want the privilege of ripping off his wings personally and serving his spark-chamber to my woman."

"Oh Jack, you really know how to get a girl's engines revved up," Airachnid hummed excitedly and kissed his cheek.

Jack flashed a dark smile and then they proceeded into the ruined ship to begin exploring. It did not take long for them to find a powered on laboratory and what looked like an operating berth left unattended. Airachnid was surprised to see a T-Cog just lying on the slab next to a berth and toyed with it for a moment, then placed it down gently. A T-Cog was a rare and valuable find and it would be wise to keep one around in case the need arose. Jack followed his nose to certain points in the laboratory and now had the smell imprinted permanently, wanting to be familiar enough with it so he could detect when the rogue Decepticon was around.

Finding everything was working in remarkable order, even with the ship missing its entire bow, Airachnid was very pleased. "Once we have fortified his old haul and made some alterations to better defend it, I think we can settle in here quite nicely, my dear."

Jack took her word on it as he was not familiar enough yet with the technology he was surrounded with. "Then we best get to work. I will have the Insecticons scout for any energon deposits that could be mined from the surrounding area."

"Already thinking about the main priority of gathering energon to keep us functional, huh, Jack? Why you are starting to read my mind," Airachnid teased and started swaying her curvier, slightly wider hips provocatively as she moved toward him.

Jack watched her intensely as she came to him and started running her fingers up one of the horns attached the reptilian-like skull mounted on his chestplate. Her fingers wrapped around the horn and began sliding it up and down its length and she purred as she moved to graze the tip of it with one finger. "I think I've been rather patient with waiting for my reward, Jack. It's time we see just how…compatible our parts are now."

She moved in to kiss him and he met her halfway and locked his mouth with hers. His hands reached up and grabbed her hips to better support her, his talons grazing her rear-aft by accident, but it sent an electrical surge of pleasure up her body and she could feel her spark-chamber pulsing with heat. She used her newly acquired tongue to explore his mouth, having enjoyed the feeling when he fed from her, wishing to experience that sensation for herself.

She was blocked by his tongue when she tried to reach out into his and found wherever she moved hers, he would move to tangle it with hers. It soon became a battle and she had not expected to feel so aroused by the simple act. She unfortunately lost the fight but did not complain when he deepened the kiss, sending waves of electrical pulses from her lips down to her already worked up spark-chamber. He carried her over to the berth and planted her rear-aft on it. She did not resist as she was curious to see what her lover was planning on doing.

He withdrew from her mouth and descended his lips down to her neck. She gasped at the sudden new wave of pleasure that ignited, not expecting such a feeling from her outer plating and began arching her back and let out a husky moan she did not think she could make. It was sensual and thick with what she was quickly learning to be lust. It appeared to work on Jack as it encouraged him to kiss harder and she felt he was lightly grazing his fangs over her plating. She felt her body shiver in a way that was totally new to her and she gripped his head and pressed it closer to her.

"Ah...P-Primus…more, give me more!" Airachnid hummed lustfully.

Jack moved his mouth down from her neck, much to her disappointment, and saw him staring down at her chestplate. She wondered why he was staring at it so intensely and looked down at herself. "Is something wrong?"

"I…well, no. I was wondering if this armor around your chest could come off," he replied simply.

She quickly understood what he was getting at, remembering the data log she had recorded of the human couple. He was expecting her to have the same parts as a human woman, what were termed as breasts. The shape of her chestplate did give the impression that she had the same equipment. She knew underneath it was her vital organs that the thick layer of armor protected from damage, but as she was now focused on that area, she felt her chest tingle and to her amazement, the armor began to shift as it opened up. She almost panicked as she expected her organs to be exposed and scare off her lover. She started to try and make the plating return to its original state, until she saw what was now under the plating.

"Unbelievable…" Airachnid awed as she started at two round thin plated mounds. The plating was purple as was her more delicate areas and both of the round mounds were tipped with a black nub with a small ringed area matching the same color as the nub they circled. She moved slightly and watched with great fascination when they jiggled some, as though they were filled with some kind of liquid or gel. Tenderly, she reached up to touch the left breast and quivered when she felt them spark with pleasure. "Oh…P-Primus!"

Jack stood over her and admired his lover as she experimented with herself, trying out the new parts. For a bot of her size she had an impressive sized chest that if compared to a human woman's would probably rank hers as a D-Cup. They were firm as to be expected and her nubs were perky and erect, showing him just how excited she was. He gingerly started to move his mouth down to her unattended right one and touched the nub with his lips. Airachnid started moaning louder and began panting, even though she did not need air, the action to do so was as instinctive as if she was hurt and had to cry out in pain. This reaction, though, was much more to her liking and she now she had a very firm understanding why a human woman took so much delight in having someone play with their chests. It was the most wonderful feeling she had ever felt, and it made her insides feel like they were melting in a way that she didn't care if they actually were melting, so long as she could continue this sensation.

Jack started to get a bit bold and grasped her other breast, which she willingly relinquished to him and groaned happily as he gave it a light squeeze.

He was happily pleased when he could 'feel' how warm they were, how soft they felt against his hard metallic claws. He guessed that it had to do with the fact that he was purely techno-organic and could still feel an object's texture and temperature. The mechanics of it all did not interest him, only caring that he still could. For Airachnid, it was a whole new level of understanding. She never had this kind of response when something touched her plating. Always it had been a dull awareness that allowed her to know when something was pressed up against her, but never actually feeling it. She smiled down at her lover and stroked his crowned helm lovingly.

"Do whatever you like with them, my dearest Jack…my body is yours and only yours to do as you please," Airachnid said in a luscious way. Although she did not possess eyelids like a human, her optics managed to fluster down at him as she rode the waves of pleasure he created with his ministrations.

Jack was moved by her declaration and looked up at her longingly. He could not find the words to reply and chose instead to show her how much he felt by moving back up and kissing her passionately. She swooned against his frame, moaning into his mouth as his chest pressed hard against her sensitive mounds and soon ignited another explosion of bliss from underneath her cog-piece. She cried into his mouth and rode her orgasm as long as it could last. Her legs started shaking uncontrollably until they began to numb up some, leaving the rest of her body in a pleasant glow she could not get enough of.

Jack felt his interior heat up greatly as he felt her body spasm from her orgasm. He smirked down and stroked one claw over the edging of her faceplate as he unlatched his lips from hers. "I think I'm getting to become a great kisser if that worked you up that much."

"I-I've never felt anything like this before, J-Jack. It's all so n-new to me, I can't help it," Airachnid admitted to him with a breathlessly sounding voice. It was weak and yet with him, she did not care that she sounded so vulnerable around him. He would be the only one to ever see her in this state, and she'd keep it that way until the end of time.

"We've just started. There's a whole lot more to fun to be had," Jack replied seductively and cupped her metallic-skinned breasts.

Airachnid arched up to meet them when she felt his hands over them, instantly feeling a smaller version of her last climax run up her back to her spark-chamber. "This is incredible! It's more than I ever could have imagined!"

Jack smiled excitedly and wanted to continue making his lover feel better. He started to trail his hand over her abdomen and down to her cog-piece, eagerly anticipating what he may find down there. He had just started to graze the armor plating of her cog-piece, when suddenly he heard something heavy stomping from the corridor. He looked up sharply and turned to the door, moving so his wide frame blocked Airachnid's exposed body from view.

One of the Insecticons had appeared at the door and approached him and kneeled. "My master! Our brothers are coming to join you! The Hive has seen you and our Queen are our rightful rulers and had departed from Megatron's ship!"

"You mean…the other Insecticons, they left Megatron?" Jack uttered in shock, not believing that they would forsake the Decepticon ruler and risk his wrath. Such an act would only mean mutiny for all the Insecticons and Megatron would not allow them to leave his forces so easily.

"Tell me, quick! Are they being chased?" Jack demanded.

The Insecticon nodded. "Yes, The Nemesis follows them slowly, but they are under attack by aerial Vehicons!"

"Send a message to them! Do not come to this location. We cannot allow our enemies to learn we are holding up here. Lead the Decepticon forces away and find another place to hide. Once they've lost their pursuers, they are to report their location immediately and we shall go to them!" Jack ordered immediately.

It would be disastrous if Megatron learned where they were going to build their base. If they were discovered now, the whole Decepticon army would come for them and annihilate the ship to prevent anyone from using it. They had to keep the Nemesis away at all costs.

The Insecticon sent the orders to the fleeing Hive, responding after a moment that the Hive had understood his orders and were beginning to elude the Vehicons. "They have started heading underground, master! I…"

Jack raised a plated brow when the Insecticon paused for some reason. "What is it? You seem to want to say something."

The Insecticon bowed, almost touching the floor with his head. "It was not my place to suggest anything, my lord!"

"Go ahead and let me hear it anyway," Jack ordered quickly.

"…I…Thank you for hearing me, master! I was going to say that it might be wise to awaken the rest of the Hive, so we may go and save our brothers from Megatron's forces!" The Insecticon replied humbly.

"There are more?" Jack said and turned to look over his shoulder at Airachnid.

The spider bot had figured out how to bring back the thicker layer of armor, as he caught the armor closing over her chest as it had before. She did not look at all pleased and he could guess why, but she put aside her own feelings to focus on the matter at hand. She sat up and had her systems cooling vents work on lowering the boiling heat she had built up. Once that was done, she replied to her lover, "Yes, my darling. There were still some Insecticons left in the cavern where I found them. I wanted to keep some in reserve in case Megatron somehow survived the first wave. I did not want to squander all my minions at the time on one attack."

"Then they will be in danger as well. The Decepticons will most likely go after the Insecticons still in stasis and finish them off before they can awaken once they've dealt with the others," Jack reasoned.

"Precisely, my Jack. So we should heed this loyal minion's suggestion," Airachnid replied.

"What is your name," Jack suddenly asked, turning back to the bowing Insecticon. It was then that he noted that this one had a strange shell armor from the others. His was mostly black with golden stripes down his arms and leg plating.

"As an individual from the Hive, I am called Sharpshot. I was chosen to lead the Insecticons that accompanied our former Decepticon allies, but Dreadwing undermined me and took complete control from me!" the Insecticon answered.

"So as a whole, you are the leader of the Insecticons?" Jack surmised.

"When our true leader is not present, yes. I lead the Insecticons," Sharpshot replied confidentially.

"Hmm," Jack murmured to himself as he pondered some, then he turned to Airachnid. "What are your thoughts?"

Her lips smirked up at the corner of her mouth. She was pleased that he asked for her opinion first before making his own judgment. "I think this minion has the right idea. We should awaken the rest before Megatron gets to them and lead them to save the others."

"With more forces, we can attack and destroy Megatron!" Sharpshot added as he rose up and clenched his fists in eagerness.

Jack remained silent as he thought and grimaced some as his mind would not yield enough information he needed to make a sound call. For now he would play it safe, until they were properly ready.

"We go to retrieve the rest of the Hive, but we do not engage Megatron at this time. That would only prove disastrous if we allow our pride to blind us. For now we focus on building our strength up and let Megatron be the one to make the wrong decision and engage us on our terms," Jack said with a tone that left no room for decision.

"Megatron is not so easily tricked, my Jack. We should attack him as soon as we have all the Insecticons under our control," Airachnid stated regardless.

"As you said, he's not easily tricked and he will be ready for any counter-attack done by us. No, let's make him think we're afraid of him, that we don't want to fight him in fear he will destroy us. When he comes to finish us off, we will be ready for him and strike him down quick!" Jack replied with a dark smile spreading over his lips.

"Cunning idea, Jack…I like it," Airachnid purred and leaned her body against his.

He wrapped a hand around her waist and held her affectionately. "I won't take risks that might end up costing us more than we can afford. If our kind is to make its place in this universe then we have to start out defensively, then once we are strong enough we can deal with Megatron accordingly."

"How? Megatron will not wait patiently around while his enemies grow stronger! He will hunt us down and destroy us all before we can!" Sharpshot hissed slightly, his mandibles quaking with rage.

Jack bared his fangs at the Insecticon, not liking the tone directed at him. The Insecticon quickly backed down in fear.

"We shall do as I say, Sharpshot. We will gather the Insecticons and then we shall begin striking our enemies where it will deal the most damage," Jack stated firmly.

"How will we do that, my Jack?" Airachnid asked as she was curious by what he meant.

"What is the most valuable thing to beings such as us?" Jack chose to answer her question with one of his own.

"Energon, of course…oh! Why Jack, that is simply devious!" Airachnid replied and stroked his horned chestplate.

"I knew you would understand me. Why waste so many lives when we can simply take what our enemies need as much as we do? Once we have enough Insecticons, we will begin mining all the energon on this planet for ourselves before Megatron can get his hands on it. When he can no longer fuel his soldiers or his own ship, then he will be easy pickings when all his mighty weapons are powerless to shoot us down," Jack said with a deep chuckle. "I may not remember what I used to, but I do remember something I learned some time ago. "Slow and steady wins the race", it's an earth saying and that is how we shall carry this out. We bleed Megatron dry and let him use up his own resources in pursuit of us, stealing as many deposits as we can, then before he can leave earth to find more energon…we strike!"

"Hmm, that is a bit longer than I hoped to see Megatron's Spark become extinguished, but you are right. Megatron is too much of a threat to face head on. If we take all the energon for ourselves, then we'd have a more likely chance of ending him once and for all," Airachnid agreed as she trailed her fingers alongside his arm. "Mmm, and we can have our fun while the old warmonger becomes more and more frustrated."

Jack reached out to stroke her face with one of his fingers. "Yes, my partner. We will have our time, but I also have something else in mind once we have enough energon and minions at our disposal." He slid his finger from her face, down her neck, making her quiver at his touch, and worked his finger all the way down to her hand, and then to her finger. The finger that contained the virus she had used on him. "We will need both those things before we begin creating our empire."

Airachnid wrapped her hand around his and hissed delightfully at his suggestion. "I can't wait to get started…"

"Then we should begin now," Jack replied and leaned close enough so only her receivers could hear him. "…And I will make up for this delay later."

She stroked his cheek and purred up at him. "I will hold you to that, my Jack."

He kissed her once more and then pulled back and with his lover in one arm, they exited the haul and with the help of the Insecticons, they took to the air and flew to the where the rest of the Hive waited in stasis. As they flew, Jack felt the blades on his back begin to move and he glanced back at them to see they were slowly coming online. Something in his mind warned him that they were still not ready to be activated, but would be by the time they reached the cavern. He had to admit he was eager to see what his body would be able to do once all his systems were finished altering.

He was deeply anxious to access his transforming function. A part of him knew that it would be any time soon, and he wanted to see what it was like to change his form and take on an alt-mode…but then again, he wouldn't transform into a vehicle like Airachnid used to or all the other Transformers. He and Airachnid were a new species and they could take on the form of living creatures, or so their design led him to believe. It was at the tip of his mind and any moment he would have a firm understanding of his alt-mode, he just had to remain patient until his body was finally ready.

**xXx**


	7. Chapter 7

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **And here we are again with another update! Yatta! This is a new record for me folks, XD! Then again, I've been getting a lot of support for this fanfiction so it's been easier to write than most of my other work, so thanks to everyone who've been very positive!

**xXx**

_**Rise of the Predacons**_

**Chapter 7**

It had taken little time to reach the cavern filled with the rest of the Hive. Airachnid did not waste a moment when they entered and sent her mental command out to all the stasis pods that littered the walls, the ceiling, and the ground. The pods opened up and the Insecticons within awoke from their hibernated stasis-mode and roared in greeting. They transformed into their insect-mode and took to air to join their queen, and once every single pod was now empty, they swarmed out of the cavern and flew to where the rest of the Hive had reported they were hiding.

Their masters remained in the center of the swarm for tactical purposes. Airachnid did not want to be shot down by some lucky shooter, and she did not want to risk anything happening to Jack. His survival was her top priority and if she lost some Insecticon minions in the skirmish they would no doubt find themselves soon in, it would be an acceptable loss if it protected her precious Jack.

Neither of them was quite ready for a full-out battle with the Decepticons, not with their alt-modes still not accessible to them. She did smile when her systems alerted her that her spider legs drilling function was back online. That was really all she needed to have for the time. She wasn't like other bots that relied on their disguises to hide from their enemies, or in the Autobot's case, from the ignorant masses of human kind. She was good at stealth and wasn't at all squeamish about taking out a few unfortunate humans that made the mistake of finding her: a lesson M.E.C.H. had paid dearly already.

She did worry about Jack, though. She did give him credit for killing those agents, but she saw that it wasn't his first instinct. He acted like Optimus Prime and gave the human a chance to come clean. It was when he witnessed the human's own comrades kill one of their own did the dark warrior lash out in rage and strike them all down. Would he be willing to attack first and kill again? She would have to watch his reaction more before she could determine anything. She wanted to give him time to adjust to his new life, if she rushed it out of her own eagerness; she could potentially ruin all her hard work…and be left with damaged goods…or worse, an enemy even more vindictive than Arcee.

The fear of Jack remembering everything she put him through had her nervous, something that would never show on her exterior as she felt little for anything. What she could feel was kept well-guarded but she could not deny that her need for Jack was growing more and more every moment she spent with him. He was just so perfect now! She had no idea her virus would literally sculpt him so majestically! On Cybertron he would have been considered a gladiator much like Megatron himself was, and yet with his crowned helm and his imposing power just boiling under his plating, she had no doubt he could have risen to the highest rank among her kind…and she was impressed she could stomach the very thought of it: but Jack could have become a Prime.

He took to thinking like a leader easy enough and he took what he felt was the best choice for them so far. And she admired how devoted he had become to her! His actions and motives were easily depicted of her well-being. Were he a Decepticon, his way of thinking would not sit well with Megatron and either be used as cannon fodder or made an example of for the ranks. But for what they were now, it was fitting. They weren't the brainless brutes that made up most of the Decepticon army, led their tyrannical ruler: Megatron, who's only mission was to conquer everything in his path and leave nothing but destruction behind him to those that did not meet to his ideals.

Truly, he was following in the same footsteps as Unicron the Destroyer.

It was a pity the real Destroyer did not favor it, he might have not been forced back into stasis had he tried to be a bit more rational. But then again to Airachnid, it really wasn't surprising. Unicron was Chaos incarnate, all the evil and destructive force of the universe manifested into one single being, just as Primus was his complete opposite.

No, her Jack did not delude himself as Megatron did. Her Jack was thinking much more to her style, and she admitted that she loved this Jack with all her Spark. It was a strange and almost familiar feeling to her, something she must have lost long ago when her Spark pulsed to the same rhythm as an Autobot, but that was of no consequence anymore. That part of her life was dead, long buried in the pits of that savage planet she had been reborn on.

Her mind returned to her surroundings when she felt Jack touch her face. "Yes, Jack?"

"You looked troubled, is everything all right?" Jack asked out of concern.

"Yes, my Jack…just anticipating Megatron's response once we make our move," Airachnid lied smoothly to him. He did not need to know about her past, not until he was completely and unquestionably hers. She was not going to leave things to chance and let the slip of her new tongue ruin a good thing for her, not after she finally embraced the techno-organic parts of her existence, something she once considered a disease.

Jack gave her a questionable look and it looked like he was not buying her lie, but then he nodded and focused his optics on the dawning horizon. "Megatron can plot all he wants. In the end, he will be no different than all the conquerors that came before him and fall to his blind ambitions."

"It is inevitable. He will succumb to his own pride and while his scraped parts are collecting rust…you and I will be ruling an empire long after he is gone," Airachnid purred up at him and trailed a finger over his chin.

"Empires rise and fall, Airachnid…what we begin will only last as long as our dreams can and those that follow in our footsteps. I make no assumption that ours will last forever, but for you, I shall make it a reality," Jack promised.

"Once we deal with this petty manner, I'm going to show you just how much I appreciate what you just said," Airachnid said meaningfully and rubbed his scaly-armored chest.

She shivered when she saw his optics burn with such intensity for her. It was so alluring and she knew if she kept staring into his glowing optics, she would forget all about their mission and force Jack to take her right there in the air and be damned with anything else. Fortunately, she was born with a stubborn will which had been the only thing that has kept her alive for this long. From her trails in the Academy, to the feral planet, to her time in the Decepticon army, and now she had to use all her will not to submit to the clawing need she had for this one, perfect creature.

Her Jack was becoming too much to resist and she was slightly afraid of giving in to this feeling she felt. He wasn't hers completely yet. He still had lingering feelings from his past life and it only made her want a certain blue Autobot all the more dead. She was going to be a destabilizer to her entire machination. Jack would still be partly hers and their bond had proven to be deeper than she expected for two who were merely partners…then she smirked some.

She wondered if maybe the reason they got along so well was because both had deeper feelings for each other than they led on? She had teased him some about it just to get him flustered, but now she felt she was right on the target. Jack and Arcee may have developed feelings neither wanted to admit. She completely loathed the thought of her Jack feeling anything towards Arcee, but then again the Autobot had more time with him, whereas her own encounters with Jack had been brief and more…antagonizing.

She had her processers on overdrive as they continued their journey to join up with the rest of the Hive. She needed to watch her every move around Jack, if she wanted to keep him and make sure he never had reason to turn on her, she had to play it smart. One of those things was refraining from killing Arcee…for now. The Autobot's death would no doubt traumatize Jack down to a subconscious level and make him turn on her, if she or any of their Insecticons ended her Spark prematurely. What's more was that she had to consider his human ties to this world. That human mother of his might also be a trigger for him, as would his two human friends. If anything happened too soon, Jack might react negatively. Well, so long as the proof did not lead back to her.

She smirked to herself as she wondered what her arch-rival was up to right then. Was she suffering deliciously from the Spark-ache of knowing she had lost yet another partner? Was her pain so great that she was contemplating about taking her own Spark out? Oh, she admitted she liked the idea of Arcee tormenting herself. Anyone who so easily partnered up with that accursed Tailgate deserved nothing less. There was no excusing the bond they could form, not when he so willingly left her for scrap to the unmerciful creatures that would have surely killed her had she not adapted. She still could feel the fangs biting into her…the spikes that impaled her body and being dragged away into the darkness, with nothing but Tailgate's unconcerned face forever burned into her mind as she was lost to an existence of pain and fear.

Whether she realized it or not, her body had started to curl up against Jack's body and her head leaned against his shoulder as she lost herself to her bitter memories. Jack did not question why she looked so in need for comfort, he just accepted it and placed his large hand over hers and held it silently as they neared their location.

His mind was still fuzzy with only bits and pieces coming together whenever he saw or heard something that trigger a memory. He was disgruntled that he could not remember more and it worked on him that he could not rid himself of a nagging feeling that something just wasn't right. It was like something was beating against his mind, pounding on a wall and a voice was trying to shout at him from behind it, only to be muffled too much to be comprehensible. It was working its way to him, but he could not pay it any mind right now. He had more important things to worry about than some pull in the back of his mind. There were minions to claim and he would not allow them to go to waste, because of some mega egomaniac's crude idealism.

"How far are we still from the rest of the Hive?" Jack demanded out loud.

"We are nearing their position. My lord, we will no doubt have to engage Vehicons and possibly Megatron himself," Sharpshot warned.

"Your point?" Jack grunted back.

"You may not be ready for a confrontation…it may be best if—!"

The hum of a charged up weapon paused the Insecticon's sentence. He looked down to see the red-glowing barrel of Jack's arm-mounted weapon aimed right at his head. "Your concern is touching but if you ever doubt my ability to handle myself, I will see just how effective this weapon is on you. I've been itching to try and it, so you decide if it's on you or some unlucky Vehicon…your choice."

Sharpshot remained silent and continued the rest of the way like that. If his master felt confident enough to take on Decepticons and face Megatron's wrath, then he would see just how well Jack handled himself. If he failed, then they all made a huge mistake in allying themselves with a weakling and they would all be terminated by Megatron himself. Should Jack prove himself and come out triumphant, then he was indeed a King worthy of their Queen. He was anxious to see how well Jack preformed…and if he showed weakness, then he would perish. Simple as that.

They closed in on the co-ordinates he received from his brother Kickback and alerted his two masters.

Airachnid pushed her troubling thoughts aside and smirked at the carnage they were about to unleash on Megatron's forces. As they neared their desired location, it did not surprise her at all to see the Nemesis itself floating over the spot where the rest of the Hive was hiding underground. Airachnid gave her orders through her mental link with the Insecticons took evasive actions. The front guard rushed out to avert the ships weapons from the main mass and fired on the ships flank to get their attention. As predicted, the ship locked on the attacking Insecticons and opened fired.

While the ship was busy trying to shoot down the front guard, the rest of the Hive flew down into the cavern entrance Kickback had reported they had taken refuge in from the Nemesis's main guns. But they quickly found the tunnels swarmed with Vehicons trying to work their way to Kickback's position. They had no chance to defend themselves when the Hive opened fired on their exposed flanks. Some of the Insecticons transformed back into their robot mode and dove down at the fleeing Vehicons and ripped into them with their claws and mandibles, easily tearing the smaller troopers to pieces with their brute strength.

Airachnid and Jack flew on with their company further down the tunnel and fired on any Vehicon that was unfortunate enough to get in their way. Soon they came upon a series of tunnels and paused only for a moment to decide where to go. Airachnid heard the call of the hiding minions and soon they darted down the same path their brethren had taken to escape their enemies, then soon they came upon a decently large chamber. Resting around what cover they could find, the Insecticons that had been a part of Megatron's forces were now lying in wait for them.

Sharpshot set Jack down on the ground and Airachnid gracefully crawled off his body with her spider legs and set her normal set of legs down on the ground. "My minions, your true rulers have come for you!" she declared and extended her arms out to them.

One of the Insecticons quickly approached her and bowed at her feet. "We knew you would come for us, our Queen! This humble servant had done his best to keep Megatron from snuffing out our sparks until you arrived."

"You must be the one called Kickback, correct?" Airachnid stated more than presumed. She knew from the mental link the entire Hive shared, but she felt it would give him some self-importance to address his existence separately from the collective mind.

"Yes, my Queen!" Kickback exclaimed back eagerly.

"I see that some of your numbers had dwindled since last I commanded you," Airachnid noted disapprovingly as she mentally counted the number of minds from the surviving Insecticons. She had hoped there would have been more, but it only showed how wasteful Megatron had been, and she guessed they lost even more when they fled from his ship.

"…We could not avoid the casualties. Megatron was slowly thinning us out under his rule, and then a few of our brothers had sacrificed themselves to save the whole. But now that the entire Hive is here, we can strike back at Megatron and destroy him!" Kickback shouted out in glee near the end.

"Negative," Jack stated plainly.

Kickback jerked in response and locked his visor-like optics on the supposed King and snarled some. "You are our Queen's chosen one? You would deny this chance to avenge our fallen brothers and snuff out Megatron!?"

Jack just grinned at the Insecticon. "I have better plans in store than petty revenge."

"Petty?! PETTY!?" One of the Insecticons roared and stalked up painfully to the group. Hardshell snapped his mandibles and clinched his only operational claw. "You dare insult our brethren's deaths! I knew this was a waste of effort! You are not worthy to be our Queen's consort! Not even fit to be in her presence!"

Jack slowly started walking toward Hardshell, his grin still plastered on his faceplate. "You think I'm not good enough to be her partner?"

"Keep walking toward me, I dare you! But if you keep on this path, I will snuff your life: that is a promise!" Hardshell threatened.

Jack smiled as he bared his fangs at the Insecticon while not slowing down at all. Seeing that he was not going to back down, Hardshell roared hostility and charged right at the dark warrior. Jack continued stalking toward the enraged Insecticon and his optics shined excitedly. He quickly noted that this Insecticon wasn't moving very well and his left leg was not moving properly while he seemed to be dragging his left arm some. Jack was a bit insulted that this maimed Transformer thought he was not much of a challenge and he exploded with rage right at Hardshell.

He let out a deafing roar and broke out into a dash. Hardshell paused when the roar slammed into him and he had only a moment to regret his decision, when Jack was suddenly upon him and rammed his fist right into Hardshell's jaw. His visor cracked completely on one side and the two remaining mandibles he had were ripped right off his face from the force of the blow, then he was sent sailing onto his back. He clawed wildly to get back on his feet, but then a heavy foot slammed down on his chest and looked up to see Jack point the end of his bladed weapon right at his throat.

"Yield now, and I will forget this outburst," Jack growled darkly, his optics burned right down at him with a primal rage.

Hardshell tried to push himself up, but the foot on his chest simply pressed down harder on him and he whimpered in pain when his chestplate started to cave in some.

"I-I yield!" Hardshell announced loudly.

Jack glared down at him heatedly for a moment, then kicked Hardshell away from him, caring nothing at all for the damage his foot left in the Insecticon's chest. "Any more wish to challenge me!" He roared at them. "If anyone here questions my abilities, step out now if you dare!"

Kickback was too stunned to move. He had never witnessed such a simple display of power just from a shout. It was true that Hardshell was not fully healed from his recent encounter, but the Insecticon was still no pushover and while only somewhat operational, he still would have been a dangerous foe to face. This Jack took him down as easily as though Hardshell was a pathetic Vehicon! Truly, their Queen had chosen a worthy warrior to stand as her equal.

"No, our lord. We will not challenge you and ask for forgiveness," Kickback stated quickly.

Jack turned to him and grunted some out of disappointment. He had hoped there would at least be one more Insecticon stupid enough to want to fight him, so he could see just how formidable he was in a real fight. It would seem he would have to wait another time to test his strength.

"Fine then. Since you all understand who is in charge, then we will depart from this place before Megatron's forces arrive," Jack stated loudly.

"My lord, we are strong enough now that the entire Hive has been awoken. Would this not be the best opportunity to attack Megatron?" Kickback asked.

"I could care less about what Megatron wishes to do, so long as it makes him burn up his supply of energon. We will deal with Megatron when we have rendered him at his weakest, but only after we deprive him of his energon sources," Jack revealed to his new subordinate.

Kickback was even more impressed now by his plan. "Ah, I see now! Yes, this would be a great advantage to us!"

"Glad you understand," Jack snarled bitterly and was about to give the order for the Hive to start its departure, when a squadron of aerial Vehicons zoomed into the chamber.

Airachnid hissed up at them. "Minions, destroy these fools!"

They transformed into their insect-mode and rose up to meet the aerial Vehicons, but as they started to engage them, a Ground-bridge opened up right at the center of the chamber.

"Insecticons, move back, now!" Jack ordered as he positioned himself in front of Airachnid.

From the swirling vortex of the Ground-bridge came the one figure that Airachnid had hoped not to see for a long while, Megatron. Behind him came his loyal first lieutenant Dreadwing and another squadron of Vehicons, who quickly attacked the Insecticons.

"Airachnid, I've come for your head! How dare you take my Insecticons from me!" Megatron declared threateningly as he clinched his hand into a fist. His expression changed to mild amusement when he spotted Jack. "Ah, and I see you've brought your freak-pet with you. Not that it will change this outcome. Although, I must give credit where credit is due after what you have managed to accomplish. I thank you now before I snuff your Spark for your part of giving me the needed edge to finally defeat the Autobots!"

Airachnid balled up her fists in rage. "You'll never get your hands on the secret, Megatron!"

"Oh, but I will. I already know you possess a virus you had concocted to turn Jack into this imposing warrior here!" Megatron replied causally. "I know all I need to know, so give me the virus now and I might let you live a bit longer."

Jack glared at Megatron, finding himself filled with an urge to rip the arrogant Decepticon to pieces. "If you so much as touch her, I will destroy you!"

"Such heroic nonsense," Megatron muttered disgustedly and took aim at Jack with his mounted cannon. "I had entertained the idea of letting you join the Decepticons, but I will not tolerate anyone threatening me, especially not from some experimental lab rat!" He then fired a direct blast at Jack.

The shot hit him dead on and Jack was pushed back a few feet from the force of the blast. Airachnid started to scream out for her partner, but then paused and started to smile wickedly when she saw that Jack did not fall. Smoke rose from his chestplate from where the shot had gotten him, but Jack seemed unfazed. The black scales of his outer armor had melted a bit from the energy blast, but the armor started to quickly repair itself, as they did when he was shot by Dreadwing's weapon.

"…Impossible!" Megatron shouted in disbelief.

Jack smiled back at the Decepticon leader and waved the smoke away from his faceplate. "I guess you're not going to get rid of me that easily, Megatron. If that was your best shot, then you should start worrying."

"Don't underestimate me, boy," Megatron snarled lowly. "Dreadwing! Deal with this upstart life-form!"

"With pleasure, Lord Megatron!" Dreadwing obliged gladly after hearing his lord's command. He pulled away from the main fight and locked onto Jack and fired off a few short bursts with his blaster cannon at him.

Jack raised his arm-mounted weapon and used it as a shield to deflect the shots, somehow knowing the weapon's armor could block them easily. He activated his weapon and it hummed to life as the spearhead divided in half and took aim at Dreadwing. Jack smiled in satisfaction when the weapon fired a devastating beam of red energy right at Dreadwing. The recoil had been so strong; Jack thought his arm might accidentally rip right out of his shoulder. Dreadwing pivoted to the side and barely missed the beam. He rolled away and came back up at the ready, only to gasp when he glanced at the spot he had previously occupied.

The beam had gotten one of the Vehicons who had its back turned to their fight. It never saw what scorched clean through its entire torso and melted the rest of its limbs and head to a smoldering pile of metal. The beam had continued on and melted clean through the rocky wall of the chamber. Dreadwing risked a moment to look at Megatron, who also was amazed at the firepower at Jack's disposal.

"Impressive, I might start to rethink my opinion of you, Jack," Megatron lightly praised.

"Shove it up your rear-aft, Megatron," Jack replied sharply.

Megatron snarled at his defiance. "Dreadwing, destroy him already!"

"As you command!" Dreadwing replied and transformed into his jet-mode. He activated his afterburners and soared right at Jack like a speeding missile. He fired on the dark warrior with his forward guns and rammed right into the young transformer's body.

Jack had just barely dodged to the side to prevent from being impaled and grabbed what he could of Dreadwing's frame when his body was lifted clean off the ground and zoomed up into the limited air space the cave provided. The force of the momentum had Jack pinned to Dreadwing and could not move very much to try and unlatch himself from the Decepticon. The first lieutenant took full advantage of this and carried Jack right up at the roof of the chamber. He transformed right at the most critical moment with his fist driving up into Jack's mid-frame and slammed him up against the hard rock. Jack grunted out in pain and hung there motionless for a moment before the effects of gravity returned and sent his body crashing down to the ground.

He started to pick himself up only to be driven back down when Dreadwing landed right on top of him, digging his heels right into Jack's back. Jack just grunted more, not at all caring about the pain, as it was nothing compare to the torment that brought him into this new existence. It was more out of reflex than anything and was more annoyed he did not have better control over his body's reactions. Dreadwing assumed he had proven he was the better fighter and started to draw for his rifle, only for it to be knocked out of his hand by webbing provided by Airachnid's web-shooters. He cursed lightly at the spider-bot and saw his master march forward to take her on, firing his cannon at her to force her back.

"Don't think I haven't forgotten you, Airachnid," Megatron stated while still firing at her.

Airachnid hissed at him and returned fire with the blasters in her palms. They hardly caused any damage to Megatron's thick armor, but it was enough to annoy the Decepticon tyrant. Her additional set of optics alerted her that her Insecticons were faring better against the aerial Vehicons and it would not be long until her minions could come to her aid to deal with Megatron. She just had to buy enough time. Jack was not ready to face Megatron, and she worried greatly that Dreadwing might be too much, but out of the two, she'd rather have Megatron come at her than her precious Jack.

Dreadwing did not realize he had been too focused on Megatron and Airachnid's fight that he did not expect the hand that snaked around and grabbed his leg and squeezed it hard. He cried out when his leg started to crunch under the titan-like grip and lost his balance. Jack rolled onto his side and tossed Dreadwing away from him and tried to fire his mounted weapon at him. The shoot was wild and just barely clipped the Decepticon on his shoulder, melting the winged blade sticking out from it. He tried to get him again until he heard a beeping sound just a foot away from him. He whipped his head around and saw an explosive disk lying just next to him and he quickly curled up into a ball right before it exploded.

Dreadwing picked himself and smiled in satisfaction. "That is the difference between you and I, boy. I think two steps ahead; you only react to the moment."

"Then I'll make sure to think three steps ahead of you," came Jack's voice from the smoke that had covered the area where the bomb had gone off.

He stepped right out of the smoke and growled darkly at the Decepticon. The explosion had done some damage to him. His shoulder had ripped open and the side of his faceplate had been scratched up by the flying debris, but like last time, the damage was repairing itself in a matter of seconds.

Dreadwing snarled at the walking abomination. It was bad enough this mockery to all Cybertronians walked amongst them, but he apparently could repair himself rapidly. It was beyond any known Cybertronian scientific physiology. It was impossible, in fact. He should not be able to self-repair his body at such an alarming rate. But such an ability would prove very beneficial to the Decepticons, something he knew Megatron would desire to have. If he could bring down this freak and present his lord the body, it would be the key to restoring his lord's faith in his skills.

He changed out his rifle for his sword and sliced the air once imposingly. "You're more resilient than any opponent I've ever faced…but I wonder if you can function without your head!"

"Let's see if you can take it!" Jack challenged, his voice shaking with exhilaration.

He had never felt more alive than at this moment. The battle was like nothing he ever experienced before and he wanted more! He felt like he had just barely warmed up and he was glad to see Dreadwing was not showing any signs of weakening yet. He finally could see just how strong he was and just how far a gap there was in his skills. He didn't care about the pain. He hardly felt anything as what wounds he obtained were immediately healed. This was his chance to test his mantle against a real threat.

Dreadwing launched himself at Jack, bringing up his sword up over his head to execute a powerful downward slash. Jack blocked the strike with his mounted weapon and shoved as hard as he could with his arm. The Decepticon could not match his strength and was forced to let himself be thrown back, but he controlled is landing and steadied legs when his feet slid over the dusty rock. He looked up in time to see Jack aim his weapon and saw that he had no time to dodge, but then instead of firing, Jack deactivated his cannon and cocked the weapon back and gestured for Dreadwing to come at him with his hand.

"You should have fired when you had the chance," Dreadwing said as he spun his sword in preparation for his next attack.

"That would be a cheap way to win. I'd rather keep this a clean fight if I can," Jack replied coolly.

Dreadwing was startled some at that statement, then nodded in understanding. He raised his sword up to his chest and bowed his head slightly to his opponent. "Know that I will finish you as only fitting for a true warrior!"

"If I was planning on losing, I'd be flattered," Jack said with a smirk. "You got some integrity, something a bit odd for a Decepticon!"

"And you…almost fight like a Prime," Dreadwing replied and came at Jack once again with a full swing.

Jack started to block the attack only to find it was a feint from Dreadwing. The Decepticon bent down and then rammed with his shoulder into Jack's chest and pushed him off his feet. While Jack was trying to regain his footing, Dreadwing sliced up into Jack's abdomen and then sidestepped to slash at the servo that attached his weapon arm to his torso, wanting to literally disarm his opponent. His blade was stopped in mid swing when Jack kicked up with his tri-clawed foot, throwing Dreadwing back enough to give him space to recover some. He paid no mind to the leakage of energon from his abdomen, already feeling the cut sealing itself.

"Nice move," Jack stated, reaching down to wipe the excess energon off him.

"Good reflex, had you tried to simply dodge rather than attack me, you would have lost that arm for sure," Dreadwing complimented. "A pity you have to be destroyed, you could become a great warrior under Megatron's rule."

"I have my own ambitions, and none of them involve being under Megatron's heel!" Jack stated firmly and came at Dreadwing with a forward thrust with the spear end of his weapon.

Dreadwing pivoted to the side to avoid being stabbed and sliced up at the attacking arm. Jack twisted his arm just enough for his weapon to block the blade and swept at Dreadwing with a backhanded strike. The new commander ducked under it and leaned in to stab at the unprotected side, but Jack saw it coming and spun on his right heel faster than his bulky frame would give away and punched Dreadwing right in the side of his head with a balled up fist.

The punch sent Dreadwing falling to the ground and he dropped his sword. He tried to get up and shake the dizziness the blow had caused and reached around for his weapon, only for a foot to slam down on his outstretched arm and the hum of a weapon echoing right by his head.

"So it seems you are more skilled than I was lead to believe…Go on then…finish me," Dreadwing announced, saying a silent prayer to the All-Spark and to his Spark-twin, who he would be seeing any moment.

He was once again surprised when the blaster did not fire and the foot pinning his arm moved off it.

"What? You had me, why are you showing mercy?" Dreadwing shouted up in fury. He would not accept pity from anyone.

"Because you fought well and you taught me a thing or two. I have no desire to kill you, never did. Just wanted to prove that I could fight someone of your level," Jack stated simply.

"So you wish to humiliate me," Dreadwing snarled.

"Think what you want. I just wanted to see how well I could fight and you gave me a good, clean fight. My sparing you is only so we can have another fight like this in the near future," Jack revealed and began walking away. "Now if you're excuse me, I have to see to my partner and make sure she's all right."

Dreadwing stared in complete bafflement at the back of the dark warrior. He had every right to snuff his Spark and it was within his power to do so, and yet, he showed mercy not out of pity or arrogance…but with honor. The Decepticon looked down and saw his sword was just an inch away from his hand and slowly reached out to grab its hilt. He looked up once again at Jack's back and tightened his grip as he started to stand. As he finally got back up on his feet and started to walk toward Jack, he raised his sword up…

Jack continued to walk and smirked when he glanced back to see Dreadwing sheathing his sword and meet his gaze. "Next time, Dreadwing…I hope you give me a better fight!"

"Next time, I will be the victor…and I will not show you the same mercy you gave me this day," Dreadwing vowed at the young Transformer.

"I'll be looking forward to that day," Jack said and placed his full attention on the situation.

He saw some of the Insecticons had moved in to aid Airachnid with her battle with Megatron. She circled around the battlefield and fired where her stinger-blasters would cause the best effect as Megatron fought off three Insecticons.

"Airachnid, I think we've played with the Decepticons long enough. It's time we retreat," Jack called over to her.

She leapt back to get enough space from Megatron in case he tried to strike at her when she wasn't looking, even with her minions keeping her shielded from the tyrant's wrath. "Yes, I think we've wasted enough of our time with these fools. Let us leave this place, my Jack."

She sauntered up to his side and wrapped her arms around his left arm. She sent out a mental command to the Insecticons for the retreat. Sharpshot broke off his attack and buzzed around to pick Jack's body up, with three more Insecticons moving in to act as living shields for their masters. Kickback retrieved Hardshell and with the help of one other Insecticon, he was able to safely lift his damaged brethren up to join the main swarm.

"Another time, Megatron!" Airachnid sneered and laughed as she and her lover flew off into the exiting tunnel.

"Airachnid! I will make you pay for this mockery!" Megatron roared in rage up at her and tried to fire at her with his mounted cannon. The shots were too hasty and only grazed the rocky walling of the chamber.

The other Insecticons left their mangled pieces of the Vehicons they had eliminated to litter the cavern and flew up to join with their new masters, and as a full Hive, they left a fuming Megatron and a perplexed Dreadwing behind.

"You will suffer for this, all of you! Mark my words!" Megatron continued to shout at the retreating traitors. "No one…makes a fool of Megatron!"

**xXx**

The Hive had returned to the stern of the Harbinger, having easily escaped the Nemesis after making some detours in the many canyons and forests that littered the earth surface. Along the way, some of the Insecticons mapped out where they sensed some deposits of energon, reporting their location to Jack and Airachnid. Once they have laid low for a bit, they would send out a team to go mine the energon and begin their own mining excavation. Then they would begin branching out and start depleting as many energon deposits as they can find, hording all the precious energon for their own purpose and leaving their enemies with nothing!

Airachnid could not hold herself back at the victory they had claimed this day. She buried her lips over Jack's and kissed him with as much passion as she could muster. She now had a firm belief that they would take down Megatron and begin their own reign over the universe. She could not remember a time she was this ecstatic. Everything was falling into place and nothing, or no one, was going to stop them.

"Jack, you are indeed a king in the making," Airachnid purred up at her lover as she stroked his chest affectionately.

"I'm still far from being a king, Airachnid, but I think we've just managed the first step toward our empire," Jack responded and cupped her rear as he carried her off into the ship.

"Ohh, where are we going?" Airachnid moaned some into his audio receptor.

"We're going to finish what you and I started," Jack replied huskily while working his way back to the laboratory.

"My lord, what are your orders?" Sharpshot asked as he walked up beside his master.

"For now, I want scouts to patrol the area and search for any energon that might be nearby, but do not engage any Decepticons if you see them. We cannot alert them to our position, ever. I want Megatron to sweat at night in wonder of when we will strike at him next," Jack commanded, then as an afterthought, he added, "We are not to be disturbed unless we are under attack…any Insecticon that foolishly does…will be punished severely, am I understood?"

"As you command, my lord," Sharpshot bowed and hurried off to alert his brothers of their assigned duties.

"Mmm, Jack. You've really taken to giving orders so naturally. I have to say…it makes me quiver inside when you take charge like that," Airachnid purred at him, running her hands over his broad shoulders.

"Oh, really now?" Jack responded with a cocked up brow plate. "Just how excited did that make you?"

"Get us on a berth and I'll show you just how much," Airachnid promised and leaned in once more to taste his lips, moaning against the taste of them.

He relished the moment and could not seem to move fast enough to the laboratory. His tri-claw feet clanked sharply as he stomped about the corridor and soon they returned to their desire location, only to run into an unwanted surprise.

"What is the meaning of this?! Who dares come in here and…Airachnid? What in the All-Spark are you doing?" a very cynical, overly conceited voice shrieked against their audio receptors.

Airachnid's optics flared up when she broke the kiss and glared at a skinny-frame Transformer she had hoped to never see again. "Starscream!? You fragging ruined a perfect moment with my partner, you slag-eating defective lugnut!" She jumped of Jack and not really aware of her own actions, her spider-legs came online on their own and they extended out and miniature blasters appeared at the end of each leg, all of them aiming right at the ex-second-in-command of the Decepticons.

"You dare talk to me that way?" Starscream challenged and started to raise his arm to lock his arm-mounted missile on her.

She roared in anger and nearly scared her own Spark out when her legs started firing bursts of multiple projectiles she had never knew she was packing. They rained over Starscream's body and like his namesake, he screamed to the stars when they started crumbling his armor.

"S-Stop! What are you doing?!" Starscream shouted in terror, trying to shield himself better with his arms.

"I don't care so long as it ends up with you going straight to the Pit, Starscream!" Airachnid shouted in rage. She was furious. She had thought she was passed all these little annoyances and would finally be able to satisfy her urge for her partner, and once again she was denied because of the Decepticon, if only a rogue of them, she was not going to take this frustration anymore!

Jack watched on with amusement as his lover took out her fury on the unlucky Decepticon. He didn't care at all if she destroyed the shrieking, wimpy Decepticon or not. He was just going to enjoy the show, that is until he saw Starscream desperately slap a shield-like device over his chest and to his horror, shifting plates began to form over his skinny frame and cover him with a near juggernaut size suit of armor.

Airachnid stopped her assault and gaze on with fear. "No…it can't be!? The…The Apex Armor!?"

"You bet your Spark, the Apex Armor, Airachnid!" Starscream growled lowly at her, slamming his gigantic fists together threateningly. "Now then, last time I saw you, I nearly snuffed out your Spark…it is time that I finish what I started!"

Jack looked up at the towering foe and sighed deeply. "Ah…scrap."

**xXx**


	8. Chapter 8

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **Okay, this one took me longer than it should have. You can blame an anime convention, a few other things for the lateness of this update, but mostly I'm finally finished my first book. It will be published sometime this spring depending on circumstances. Further information will be given at the appropriate time. Forewarning: there is a lemon scene, so if you are offended by such things, please skip it, or avoid reading this chapter all together.

**xXx**

_**Rise of the Predacons**_

**Chapter 8**

There were many things that Jack knew he could not remember, many things that he wished he had a firmer understanding. Right now, he was really wishing he remembered when the hell Starscream could turn into a frecking giant mass of metallic muscle! The armored Decepticon came right at them with a wicked laugh and almost snatched Airachnid up in his bulky hands, but the egomaniac did not take into account his own size and the size of the lab he was in. His head scrapped against the ceiling and jerked his head back some, just enough for Airachnid to jump away and re-fold her spider legs to her back, giving her more maneuvering room. She crotched down on her bipedal legs and pivoted next to Jack, then sent out a mental command to all Insecticons that there was an intruder in their base.

Jack must have known she had done that as he told her quickly. "Tell them to tunnel in here! There's not enough room for any of us to maneuver easily!"

"Oh, that won't be a problem for me, whoever you are! I have no problem leaving a few dents in my base when it comes to squashing some vexatious vermin!" Starscream jeered as he started to stalk over to them.

Jack roared and charged at him and threw a fist back and with all his might he launched it right at Starscream…only for it to be caught by Starscream's massive sized hand, halting his arm in an instant. "Wha…?"

"You can't match the strength this armor provides. If you actually knew what you were dealing with, you should know that you just made a very grave mistake!" Starscream taunted with a sinister smile as he tightened his fist and Jack started to cringe in agony as his hand started to twist and cave in under the crushing grip.

"Jack!" Airachnid screamed and much to her own shock, she leapt without thinking of the danger and landed right on top of Starscream, her spider legs shooting out and stabbing at the arm joints and folds between the plated armor, trying to seek a weak point, her clawed hands scratching at the glass dome protecting the Deception's face.

"What the? Jack?" Starscream uttered, ignoring all of Airachnid's attacks and stared down at the black transformer. "Wait…that's the name of one of the human children that aids the Autobots? It can't be him!"

"Let go of my Jack!" Airachnid hissed madly and doubled her efforts, only to be swatted off with a sharp backhand from Starscream.

He started to chuckle deeply when he saw her crash against the wall and looked to be in pain, but then he stopped when the arm he used to constrict Jack's hand started to move against his will. "What?!"

Jack's optics were blazing with anger and in his fury induced state, he used all his strength to twist Starscream's arm. His servo joints screamed and sparked against the strain as he slowly started to get the arm to turn, shocking the Deception that he was even able to do that. Jack took advantage of his shocked state by quickly twirling in under the arm and letting out another furious roar, he tried his best to toss the bulky juggernaut over his shoulder. By then, Starscream had recovered when he felt his feet starting to actually move off the ground and he snapped his free hand around Jack's head and lifted him with ease off the ground and tossed him aside.

"You're quite the strong one, aren't you?" Starscream growled and started stalking over to where Jack had fallen.

Just as he was halfway to Jack's location, the ceiling above him suddenly peeled back and clawed, metallic hands snapped down and grabbed for Starscream's head and shoulders. Four sets of Insecticon arms had managed to get a grip on the armor frame and started to pull upward, not caring that they were destroying themselves just with the strain alone of lifting the heavy mass. Starscream started to reach up and yank them apart, but the smarter ones grabbed his thick arms after he managed to rip some of their limps off. They grappled around him and continued to lift him up through the roof tunnel they burrowed and soon they were outside of the ship. Kickback appeared out of the mass of Insecticons and with a mighty kick with both his feet, he knocked Starscream off balance and he rolled off the ruin side of the ship.

He thrashed his arms and legs about to try and stop himself, but his oversized weight built up too much momentum for him to stop until he rolled onto the rocky terrain that surrounded the ship. Right as he was getting back up onto his feet, he was blinded by a sudden red beam that slammed right into the face of his armor. Screaming in shock, he fell back and cringed as he wasn't sure what just happened.

His optics readjusted himself to fix his vision. Once he was able to see again, he saw Jack storm out of the ship with his Thermo Cannon, as he had dubbed to call it, pointed right at him.

"Damn, that armors' tough!" Jack exclaimed, having expected his weapon to work on it.

"It's the Apex Armor, my dear Jack. It's completely indestructible…how that coward came across it is a wonder, but it's extremely powerful and that makes Starscream a real threat…for once," Arachnid commented with a snide grin aimed at the Decepticon.

"How I've longed for the day that I could rip out that annoying voice-box of yours, Airachnid!" Starscream cursed.

"The feelings mutual! My minions, attac-!" she was paused from finishing her order when Jack raised his hand.

"If that suit of armor is indeed as powerful as you say, then we'd be wasting our only soldiers on a meaningless fight," Jack said quickly. "We need to find a way around that armor before we just throw ourselves aimlessly at him."

"I—!…You're right. That armor cannot be trifled with. You are wise to point that out, my love," Airachnid hissed somewhat out of frustration. She wasn't mad at him for stopping her, she was just furious that someone like Starscream had actually become a lethal threat. "What do you suggest we do, then?"

"Make the most of that web you love to use," Jack replied with a grin.

Airachnid smirked up at him and rising up on her spider legs, she dashed around Starscream and began firing off streams of her webbing. Starscream had begun talking in his mocking way until the webbing covered his entire vision, causing him to panic and try ripping the stuff off him. Airachnid then started to shoot more webbing at his limbs and held onto them as she ran around him as fast as he could, tying up his legs to limit his movement. Jack smiled at the beauty and skill his partner put into using her favored weapon and took that moment to admire her as she nearly had Starscream cocooned…but then his smile faded from his face when Starscream jerked one arm free and grabbed the strand of webbing Airachnid was using and yanked her close, snatching her up in one hand.

"Got you, you wretched spider!" Starscream exclaimed and the servos in his hands whined loudly as he started to tighten his grip around her body as he finally got some of the webbing off his face after freeing up his other arm. "I'm going to squash you like the insect that you are, Airachnid! Please, do, scream as loudly as you can. I would hate to have missed it, so that I may lull myself to sleep with the memory!"

Airachnid unwillingly did as he wanted. Her voice-box nearly overloaded itself from the piercing scream that came out of her as she threw her head back. Jack ran into action and began charging right at Starscream, only to slide to a halt when the Decepticon placed her right in his path.

"Go ahead, Jack! Try and be a hero. The moment you come any closer to me, I'll snap her right in half!" Starscream threatened with a sinister smile.

"Let her down, Starscream….and I promise you'll get to walk away from this," Jack growled lowly.

"I think not…" Starscream replied and began to slowly crush Airachnid again. "I'd rather see this slagging spider's Spark go offline, and then I plan to do the same to you and all these wretched Insecticons before I do anything you'd want me to do."

Jack screamed in protest and tried to dash up and free Airachnid from her captor. Starscream quickly punched him back and he crashed painfully on his side, some of his already strained servos started sparking more as he tried to move. His rapid-regeneration wasn't healing his injuries fast enough for his liking. He willed whatever caused that process to go faster and he forced himself back up starting to aim his weapon and paused when Starscream once again used Airachnid as a living shield.

"Say good-bye, Airachnid! I'll give you the satisfaction of looking at your partner before I send you to the Pit!" Starscream said and then reared back his head and laughed cruelly.

"…J-Jack…help me…" Airachnid wheezed out, a pool of energon creaked out of her left optic and ran down her face, imitating human tears.

In that moment, Jack felt something switch inside him. The sight of Airachnid dying had pushed Jack's recovering psyche to a place dark and primitive. All his systems suddenly flared up, alerting him that he now had full access to all his functions, but he ignored all that. His rage began to build and without realizing what he was doing, his body began to transform…

"What in the All-Spark?!" Starscream uttered as he witnessed the black transformer begin to change.

He did not see Jack turning into a vehicle. What he saw instead was his body transform into something with wide unfolded wings as they unfurled from his back and his torso started to lengthen upward, giving his body a longer, slender body and his head disappeared into his shoulders as the draconic chestplate on his chest came up and a long, thick neck rose up and extended out a long wide jaw. His arms bent inward as his hands vanished and the talons on them folded out to replace them, leaving huge wicked taloned feet. His legs bent in two places as they curled, staying mostly the same as his feet only bent enough for a better support angle for his legs. His arm-mounted weapon unattached itself and somehow worked its way behind and re-attached itself to his back of his pelvis as it opened up to give his thick back legs a wider spread. It uncoiled like a whip and thrashed back as it became a thick, spiky plated tail and the spear-tip end extended out and spun like a drill as it unfurled into six rows of blades. The dragon head's eyes glowed the same purple optical lighting and the creature that now stood there let out a roar that shook everything around it.

Starscream could not in his wildest dreams suspect such a powerful roar, feeling it shake straight through even the legendary Apex Armor as it forced his body to vibrate from the reverberating force of the roar. "What the slag is that!?"

"Perfection…" Airachnid said weakly as she roamed her optics over the beautiful, fearsome beast her Jack had transformed into, not at all caring that her audio receptors were almost shorting out from the volume of the roar.

The beast that once was Jack dipped his head down and began to growl deeply in its throat. Its transmetallic hide shined like glittering, liquid obsidian against the setting sun that was falling behind the rock cliffs. Its claws dug cleanly through the rocky ground as it started to circle around Starscream. Its reptilian optics narrowed as if in deep contemplation as they studied its prey, leaving the ex-second-in-command of the Decepticons feeling a sense of dread as to what the beast might be thinking.

"S-Stay back! I have a hostage!" Starscream reminded as he thrust Airachnid between him and the beast that kept eying him darkly.

The beast snapped its powerful jaws slightly and its long, thick throat began to coil back and then it let loose another roar, but this one was different from all its others. The roar it let out seemed concentrated and it vibrated through the air like a sonic beam and slammed right into Starscream, knocking Airachnid too, but the force that struck her freed her from Starscream's grip and she flew raggedly through the air. Kickback was suddenly in the air and he caught his queen in mid-air and landed her safely away from the combat zone.

The beast had watched this happen, its deep, piercing gaze followed them until it saw she was out of harm's way, and then it turned its horned head back to Starscream and a deeper growl escaped through razor-sharp fangs.

"You impertinent lower life-form! I'll make you suffer for this disgrace!" Starscream vowed as his wits came back and started to charge his great size right at the beast.

Just as he neared him, the beast's tail whipped around it as it twirled its body. The tail spun like a drill and kicked up a large cloud of dust and hid its frame from sight. Starscream stumbled into the cloud and swung his arms wildly about where he thought the beast was. His fists connected with nothing and he gulped back in fright as he could not see where he was in the dust cloud.

"Come on out, you coward!" Starscream taunted with a shivering voice.

Something struck the back of his left knee servo and he collapse down on that side. Another strike struck him right in the domed face, a trail of hot, red sparks flew where a set of claws would have gouged off his faceplate. Starscream flinched back in fright with a wimpy howl, screeching from his voice-box, and tried throwing his arms around randomly, hoping to land a blow or get a grip on the thing. Once he had a firm grip on the thing, then he could easily start tearing the monster apart with the strength the Apex Armor provided him. If he could just see the blasted creature through the infuriating dust cloud. The thing called Jack was testing him, he knew this, trying to buy time to find some kind of weakness in the Apex Armor to get at him, but he'd never find one. This armor was created by a Prime, thus there were no weaknesses. That fact did not seem to matter to his opponent, though. Claws and bladed tail continued to pummel against his body, growing with more force as Starscream started to feel rattled inside the suit. He wasn't sure when the accursed beast was going to give up and stop whacking at him so meaninglessly; it was only proving to be completely futile.

The dust cloud started to finally dissipate and Starscream sighed in relief as he could now see where he was again. He quickly darted his optics around, trying to find the creature and he found it standing ten feet right in front of him.

"So what now you mindless creature…" Starscream said thickly as he clenched his fists.

The beast snarled back metallic lips to flash its razor sharp teeth at Starscream. It took a fraction of a second for the Decepticon to realize the thing was actually grinning at him.

"Look behind you," the creature spoke, jerking his long head some to where he meant.

Clueless and shocked that the creature could still talk, Starscream glanced over and saw he was standing right at the edge of a very steep cliff. "What the!? When did we…?"

Then it clicked in his processors. All that slashing and smacking around that Jack had done was to lead him right to this spot.

Jack smirked evilly at Starscream. "How are you with heights?"

"Oh…slag it all…" Starscream uttered as his shoulders slumped.

Jack reared back his head as his throat started to expand somewhat, signaling what was about to come. Opening his long maw and expelling a thunderous roar, a blast of concentrated sonic vibrations fired, and like before, it sent Starscream flying and sailing over the edge of the cliff. Starscream could do nothing as he flew helplessly down, just as he did when he was sent down to the bottom of the freezing ocean of the artic, except there was no water to slow his fall. Gravity sent him spiraling out of control down like a rolling boulder, crashing hard at the bottom of cliff. His optics and processors were spinning madly, feeling that the armor hadn't completely absorbed the force of impact, leaving him dazed.

It soon passed and he started to try and sit up while looking up to see Jack glaring down at him. "Was that it? Pushing me off a cliff? You sorely underestimate the power of this armor!"

"You appear to love that suit of armor so much, Starscream. It'll do nicely as our coffin!" Jack shouted down at him.

"What?" Starscream replied in confusion and then widened his optics in terror when he saw he had landed not too far from the edge of the cliff.

Jack started thrashing his tail, beating it as hard as he could against the cliff and started blasting away what he couldn't with his tail with his sonic roar, loosening the rocks and sending them tumbling down. The cliff gave way easy to his violent rage as he backed away when he sent almost the entire side of the cliff down on top of the screaming Decepticon, burying him alive. The suit would keep him functional as he doubted he'd be able to kill him with this landslide, but it would get his point across to Starscream to never underestimate him again. He snarled down as the rocks piled up and roared down at him.

"Never return, Starscream! The suit will not help you forever! I will destroy you the next time I see you, you've been warned!" Jack vowed and with a snout, he turned away and started making his way back to the fallen ship, running on his four limbs to get back to Airachnid, praying she was all right.

He started to gain some distance and remembered that he had wings that worked now. Deciding to give them a try he unfolded the bladed wings and willed himself to start flying. His body replied to his wish and the curved horns on his shoulders and the back of his rear legs opened up to expose thrusters that started to burn with a purple flame. His body started to lift off the ground and his wings caught enough wind support to sail him high up. It took him a moment to stabilize himself as he got up, trying to figure out the best method to control his flight. He bobbed and almost crashed back down, but he soon started to understand how to move his wings to guide him where he wanted and how to use his tail to balance out. Once he got the knack of it, he was soaring quickly back to the Harvester.

A part of him, something of the old Jack that was slowly being lost to the powerful being he had become, awed at the transformation is body had undergone and an ecstatic thrill rushed through him as he flew under his own power. He practiced a few aerial maneuvers as he rushed back to the Harbringer, making great time and seeing the Insecticons hovering around Airachnid protectively as she leaned against a boulder.

Her optics brightened in recognition when she heard her partner roar to announce his return and he landed somewhat roughly at the foot of the Harbringer's mangled entrance, his claws digging deep into the rock and dirt, until his thrusters died down and folded back into their original state. He trotted over to her, not caring that his form had towered over all the Insecticons, who all cowered away from the fierce beast among them, and stood before her and lowered his head down to her.

"You are magnificent, my Jack," Airachnid murmured softly as she reached up to stroke his metallic-scaly nose, receiving a pleasing near-purring sound emitting from him.

"Are you all right?" Jack asked out of concern.

"My systems are still mostly functional. Just a little framework that needs to be dented back into place, but my onboard repair systems are already correcting that," Airachnid replied and continued to pet his head. "What a beast you are, my Jack…what do we call this form?"

"This is what humans call a 'dragon'. It's a fearsome and powerful mythical creature that was said to breathe fire and terrorize the old world," Jack said.

"Then it truly is a perfect form for a king to possess," Airachnid complimented, admiring her own handiwork at creating this techno-organic being of perfection.

"It was also said that dragons loved to take virgin maidens back to their caves and to be devour to appease them from unleashing their rage upon the people," Jack said with a husk tone in his voice-box.

Airachnid raised a non-existing eyebrow as her left optic widen more than her other. "Oh? And just what how would the dragon devour this virgin maiden?"

Jack moved his mouth closer to her and let a forked, metallic-like tongue slither out and lick her neck teasingly. "The good kind of devouring." He purred into her audio-receiver.

Airachnid felt her inner parts shiver.

Jack thought to himself on how to change back to his robot form and felt his body comply as his body began reconfiguring itself to take on the form he was familiar with. He did note that his wings appeared to move as he wished now, extending out or folding back in as he wanted like another pair of arms. He ran a full system analysis, not really sure how he knew how to do that, only that he did. It was faster than he ever expected and he now had a full understanding of how his body worked and he smirked inwardly once he did. He placed a hand on Airachnid's shoulder and gave her a knowing look.

"Third times the charm they say," Jack said suggestively.

"Then by all means…let's not waste any more time. I'm really getting impatient, my love," Airachnid moaned as she pressed her body against his.

No longer caring to say anything, Jack picked up his partner in a bridal-style and carried her once again into what remained of the Harvester. He stalked past the Insecticons, not giving them any mind as they were all too busy trying to make repairs to the damage the skirmish had created. He did not go back to the laboratory, as the room would be no doubt swarmed with Insecticons patching the huge hole that was created to drag Starscream out of, and he did start to feel that that room was jinxed in some manner. So he marched throughout the ship until he found what Airachnid had stated was the captain's personal quarters. Feeling it only felt right to lay claim to the room, Jack entered the quarters and was pleasantly happy to find the room could accommodate his considerable size, letting him actually stand completely upright.

There wasn't that much in decorative sense to the room, but it did have the markings that depicted it from the more common rooms, and the berth that was used for resting was very wide and spacious…perfect for what Jack had in mind. Upon seeing the wide berth herself, Airachnid hissed happily and stroked her soon-to-be mate's broad chestplate.

"Mmm, this is much more to my liking, my dear Jack," Airachnid said approvingly.

"Don't get too cozy with this room as it is. Once we have collected enough Energon, I have plans to make this a more fitting base for our kind's needs," Jack stated as he approached the berth and laid Airachnid down on its flat surface.

It was almost akin to a master-size bed if he thought about it in human terms. It had enough space that maybe could fit four transformers on it, and it only made him wonder just how big the captain of his vessel had to have been to have such a huge resting berth. His resemblance of the berth was strengthened when Airachnid began to crawl on her hands and knees on top of it, much like a human woman could as she began to prowl like a feline on a bed. She swayed her hips and waved her rear-plates up at Jack as she circled around and then wagged one clawed finger at him.

"Come here, my darling and reap your justly earned reward," Arachnid said alluringly, running one hand up and down her inner left thigh.

Jack needed no more encouragement as he moved onto the berth and moved to settle down beside his dark beauty of a bot. She swooned up against him and as she did, her chestplate opened up, letting her new soft assets giggle free from their confinement. Already, the small nubs at the end of her breasts were hard and extending out toward him, showing just how excited she was. Too impatient to take subtle foreplay into account, Jack reached down and grasped one of her breasts and squeezed it roughly. Airachnid gasped sharply and arched her back some as her body was flooded with pleasurable signals coming from the contact. Grinning impishly, she looked right into his optics, daring him with that look to do more.

And more he did.

With a quick flip onto her back, he pinned her down and with one hand, he tied her wrists together and raised her arms over her head. He wasn't sure why he did it, just thought it would be a good idea. Obviously it was as Airachnid began hissing delightfully at the force he was using to make her submissive to him. Both knew that she never would allow herself to be seen in such a vulnerable position were anyone else around to witness. This was her gift to him, to show that she was serious enough with him to allow him to dominate her in this fashion. Now that Jack had her like this, he felt that he was missing something, it was only after a second that he remember the most important thing and what he hoped was what Airachnid had been looking forward to for the longest time.

Gazing down at himself, he let his mind process just how it would work and just by thinking of it, his armor in front of his codpiece began to retract just enough to allow an appendage he was very familiar with to extend out. Its length and width was of considerable size and for a human female, such a tool would be impossible to even attempt the kind of act they were about to commence, but for a transformer of Airachnid's size, her framework would be able to handle it. The end of the rod that began stretching out into the air was very similar to a male human's, as his upgrade appeared to have only increased the size of his original reproductive organ rather than warp it as it did the rest of his body. The pseudo-skin that pulsed around it was surprisingly purple, contrasting his entire black outer shell, much like Airachnid's 'skin' where her armor was a bit thinner. It pulsed brightly as veins of Energon circulated through its length and left the end of it humming with a soft hue of light. Looking down past his glowing rod, he saw that he retained two scrotum-like sacks that hanged freely underneath the rod, pulsing and twitching in anticipation.

Airachnid found the interior of her mouth salivating at the sight of his member. She was very eager to get her hands around it and give it a squeeze to study its texture and function, but Jack's strong grip prevented her from moving them. Sighing somewhat in frustration, she leaned her mouth toward the member, her optics wide with need. Seeing her reaction to his dick, Jack smirked in pride that he had her in such a state just from seeing it.

"Don't worry, my dear…you'll have all the time you care for to play with it," Jack promised.

"Then let me play with it now, my Jack. Please stop teasing me," Airachnid said, almost begging him so.

"Not until I see just how well you can perform with just your mouth on it," Jack replied and started to position himself right above her chestplate, letting it dangle and smack her left breast once to get her revved up more and to hear her whine.

She obliged him with the latter and arched her frame up to let his dick settle in between the crevice of her chest, immediately feeling that it belong right there on her body. Jack started to grind his member between her breasts, his optics expanding widely as the rush of pleasure raced up his body. Obviously his pleasure receptors had been set for a high setting where's his pain receptors were barely noticeable, it just let him know that what he was doing was completely divine. Airachnid watched as patiently as she could as her lover pleasured himself with her new soft appendages, finding she enjoyed the act as much as he apparently was. She did know that he was moving the end of his dick closer to her faceplate with each thrust and her processors replayed a certain part in her databanks of the humans she had observed mating. She understood what Jack wanted to try and with her new tongue and taste sensors, she was all too eager to see what it would be like. Once he was within range, she opened her lips around the tip of him and waited until it slipped further into her mouth. Her tongue must have understood what function needed to be applied as it twirled on its own around the head of his glowing dick, letting her taste him in a whole new way. Her tongue had alerted her that there was some kind of fluid leaking out from the end of his member. She moved her tongue more around the slit of where it was coming out and she almost melted at the delicious taste that sent her sensors tingling.

With her limited knowledge on taste, she knew that this was going to become her favorite flavor and she would see to it that she got a daily dose of it, even if she had to get it by force if necessary. Jack seemed to like what she was doing as a quick glance up after hearing him moan, she saw him rolling his head back and his optic's closing. Smirking at the reaction she was getting from him, she rolled her tongue over the head of him and wrapped her lips tightly around him. He started to rock his pelvis a bit and Airachnid responded by taking more of him into her mouth. It was a strange and oddly thrilling feeling for her to have something as large as his member sliding in and out of her mouth, where's before the only thing that pass through her lips was Energon, now she had something else just as enjoyable working its way into her mouth.

What was even stranger for her was that her mouth was pooling up with saliva that coated her tongue. It was different from her acidic 'drool' she would leak when she got excited during a fresh kill. This new drool coated her entire mouth and around his member, allowing it to slide easier in and out and almost down into her throat. Some of the liquid began pool out of the corners of her mouth, dripping down her neck and somewhat on her bouncing breasts. She purred in her voice-box, not aware that this had an added affect as Jack groaned from the vibration. The sound he made caused her codpiece to quiver in a way she really liked. This caused her to purr more and move her head back and forth as he moved his hips, licking feverishly when only the tip piece of his dick brushed her lips.

"You've done something this before, haven't you?" Jack remarked after thrusting back into her mouth, then slowly pulling it back out.

Airachnid smiled seductively up at him, stopping his process when she gently placed her fangs on his tip, then kissing it lovingly. "I did some studying on human mating…I am a girl that likes to do things right the first time." She then raised a non-existing eyebrow at him. "This isn't your first…what's the human term for this…?"

"A blow job…and yes, I think. I don't remember much but I'm pretty sure that I'd remember someone doing this for me," Jack answered.

Airachnid nipped a bit at his tip. "I better be the first…"

Jack hissed some as she punctured the pseudo-skin, warning him that he was actually pretty sensitive in that area to both pain as well as pleasure. This was easily ignored as his healing factor instantly repaired the tiny holes faster than a neo-second, but it did stimulate him in a way he founding to his liking.

Airachnid caught the reaction and started nipping again at him. "Mmm, someone likes it rough."

Jack licked his fangs as he locked his optics down on her. "Maybe."

She continued to nip and lick and kissing his dick, relishing the taste of Energon from her puncture marks and the juice that continued to leak from the end of his dick, making her taste sensors buzz tantalizingly. This treatment was making his member throb more and he started to feel a pressure starting to build up. He groaned as he bit down on his back teeth as it continued to build. He was familiar with it somehow, guessing that somewhere in his old life he had experienced this feeling before, but he could not remember what he might have done to be this knowledgeable about it.

What he did know was that he needed to warn his lover before it got too much. "Ah…I'm almost there!"

Airachnid paused and looked up at him curiously. "Almost what?"

He groaned when she stopped, disappointed some as he was almost about to release the building load in his scrotum. "I'm about to cum...!" he almost panted.

Airachnid's eyes flickered brighter and she attacked his member with fervor, wanting to see him unleash his genetic material. She kissed and licked at his member at the same time, biting down more to leave tiny puncture marks all along his length before his healing ability repaired the minor damage. The slightly painful and pleasurable sensation finally began taking its toll on him and Jack felt his climax rushing out and catching Airachnid by surprise as he came all over her faceplate, with only some of it squirting into her opened mouth.

She halted as she watched the member continue to coat her faceplate with the strange gooey, slightly-glowing substance shooting out of his dick. It was fascinating to see how his member pulsed even brighter, the veiny trails of Energon pulsing around his dick like glowing webbing. Curious, she moved her tongue over the genetic material that had gotten into her mouth and she found her throat working on swallowing it down. She quickly analyzed the substance as it worked into her system, breaking it down to its basic compounds and finding it had traces of Energon mixed in with the more organic material that now started to work its way through her body, feeling rejuvenated as she did after consuming normal Energon. In response to the new substance, her body began to glow a bright purple around the lining of her armor and her optics, then she felt her lower regions start to leak.

"Oh, P-Primus!" Airachnid moaned as her body rode the sudden energy boost, using her tongue to lick up more of the fluids that was dripping down her faceplate.

"That make you cum already?" Jack said in awe, loving the sight of her glowing, squirming body, releasing her wrists to let her enjoy the moment.

"Mmhmm," Airachnid replied as she used her fingers now that they were free to wipe off what she couldn't with her tongue and then lick them clean, staring at his member in a whole in light. "It seems that stuff you sprayed me with has a very unique affect to my internal systems…it's almost like a supped-up formula of Energon."

"So it's good then?" Jack surmised as he gave her a cocky grin.

"You're giving me more of that whenever I want it, got it?" Airachnid stated as she wrapped a hand around his length a stroke, earning a moan from her lover and getting more of the delicious fluid out of him, which she quickly wrapped her mouth around and licked him clean.

"Ah, yesss," Jack hissed and stroked her head.

She worked her mouth vigorously around his dick, stroking it as felt like it was deflating somewhat, but quickly returned to its firm, pulsing status after she was done.

"That's how I like this to be, hard and ready," Airachnid stated huskily, nipping up and down its length. "Let's see if we can't get some more off of it…"

He reached down and stopped her, making her give him a puzzled expression.

"I've got a better idea…" He grinned mischievously.

The look in his optics sent a thrill through her Spark-chamber. She watched as he started to crawl down her until his faceplate was positioned right in front of her codpiece. She instantly remembered that he had been eager to inspect that area the last time they played around. Now that they seemed to no longer have any further interruptions, they both could explore what might be found there. He saw that she was leaking heavily through the slits around her codpiece, streaming freely down her thighs. He ran one clawed finger down the middle of the codpiece lightly, looking right up at her as he did.

"Let's see what we can find here," Jack said huskily and leaned down to the edge of her codpiece and licked at the juices coming out around it.

Airachnid trembled as he began cleaning her and raised a hand up to her breast and squeezed it painfully, enjoying the pain and pleasure that raced through her body. Jack continued his cleaning process, licking up the almost sugary tasting juices, deciding it was extremely delicious and his own body started to glow as her's did after she consumed his cum. Airachnid wanted him to please her more down there, feeling something growing very hot behind her codpiece and she wanted to vent it somehow. That triggered the codpiece to begin opening, just as her chestplate had to expose her breasts, it now exposed a whole new part of her. As soon as the plating had moved a small amount of the juices that had been leaking poured out onto the berth, pooling underneath her now that it no longer was restricted. Jack's optics widened in exhilaration as he stared at the source of where all the tasty fluid was coming from: a vagina. Airachnid had a vagina exactly like a human female, from her wet, glimmering folds to the shiny little purple button that made up her clit. Carefully, he reached out with a talon and parted open her vagina, looking deep into her sex to see that the interior was just as fleshy looking as an organic' creature's. There was one major difference however. All along the interior walls of her sex, there were pulsing streams of Energon lighting up her insides, letting him get a clear view to of the deep places inside her, letting him see she even had a hymen like other females.

"Truly, this is the most beautiful sight I've ever laid optics on," Jack said with heat just before he moved closer and trapped one of her nether lips between his and suckled on it.

Airachnid was not ready for the surge that shot up her body, straight into her Spark-chamber. Her pelvis jumped right off the berth and she howled uncontrollably, racking her claws over the surface of the berth, shooting up sparks as they grinded against the metal. "Ah!"

"The lady liked that, hmm? Let's see what else she might like," Jack teased and moved to suckle on her other swollen, semi-glowing fold and let his tongue slip out to stroke her entrance.

Airachnid almost shot off the berth once again, but Jack had been ready this time and pinned her down with one hand over her mid-frame, pressing her down on the berth while he worked on dragging his tongue over and over her new vagina. It didn't take too long for Airachnid to feel the familiar clinching around her abdomen before she experienced an orgasm and without her codpiece blocking the path, her juices erupted all over Jack's jaw. He just got his mouth down over it and swirled his tongue around as he licked up as much of her cum as best he could, resulting in his body glowing brighter. The action his tongue was causing had caused her to have another orgasm, then another, leaving her entire body in total ecstasy, a world she was only familiar with when she caused pain to an Autobot or whatever alien species she was hunting down to extinction at the time. This type of ecstasy was ten times better than any kill she had made; not that she still found the idea of ripping the beating heart or Spark-chamber out of whatever unfortunate soul that had crossed her wrong. It just meant her exotic hobby was now placed in second to this mind-blowing act her lover was showing her.

"M-More! More, my Jack! I want more!" Airachnid shouted through the growing lust.

"Anything you want, my partner," Jack said softly, gazing at her with endearing optics as he rose up to tower over her.

She saw what was to come next and she bit her lower lip in excitement. Jack was moving himself so his dick was hovering before her groin, using the head of his member to stroke around her folds to gather up some of the juices to lube himself up with.

"Yes! Insert it in me, my Jack! I want to know what it feels like to have you inside!" Airachnid said frantically, reaching up to claw at his chest, clawing his scaly chest up.

In the lustful state he was in, her claws only drove him more with need. The pain only added to spice the moment and in complete abandonment, he grabbed her hips and placed the tip of himself just slightly inside her entrance.

"This will hurt at first," Jack warned.

"Make it hurt as much as you can," Airachnid replied immediately, licking her fangs at the thought of the pain to come as it was quite a turn on for her.

Jack just gave her a feral smile. "You are such a masochist…but that's perfectly fine with me!"

In one fluid motion, Jack buried his entire length deep inside Airachnid, feeling her hymen rip against the tip of his dick as her insides tighten greatly around him, only to start stretching out to accommodate his size. The sudden intrusion and a white-hot pain that sizzled up from her pelvis area sent Airachnid screaming with both agony and lust, her optics were as wide as they could be and her spider-legs extending out reflexively to claw at the air and scratch up the surface of the berth, leaving deep gashes in the metal. Her arms had wrapped around Jack's body and her talons dug into his sides, letting her feel his interior and wiggling them as her body rode the mixture wave of pain and pleasure. The feel of her claws inside her lover only turned her own more and she climaxed all around his member and drenching them both.

Jack had not expected her to dig her claws in and was actually flinching greatly in pain, but he would repair once she pulled them out, so he didn't stress over them too much. His systems were all still in working order so she didn't impale anything important by accident and he couldn't blame her for lashing out, as he practically tried to rip her right in half from the pelvis up. Her tightness around his hard dick helped offset the pain, letting him enjoy both sensations while her body adjusted to the penetration.

"N-Never...never felt anything like this before!" Airachnid moaned deeply, pushing her claws slightly deeper into his body unconsciously.

Jack continued to smile down at her. "This is nothing compared to the ride you're about to get!"

In her hazy state, she did not quite understand his meaning, until his hips began to move. She cried out as her walls shifted around him as he pulled out, then only to scream again when he thrust back inside her with enough force to make her back scrape across the berth, kicking up sparks as she moved. "YES! PRIMUS YES! Fuck me like that, my Jack! Fuck me!" she pleaded desperately.

Jack obliged her wish and set himself to keep on ramming his entire growth deep and hard inside her quivering interior. She obviously loved the pain along with the pleasure and it would only stood to reason she would want as much as she could get from this experience. He kept this pace even after he was sure Airachnid kept on climaxing around him, tightening painfully around him as her walls convulsed after each one and slightly hampering his progress. It just made him push harder inside her and started to move faster against her pelvis. She greeted each one of his thrusts as best she could by rising up her hips instinctively.

This was more than she ever imagined in her long existence of every feeling and now she never wanted to be without it. This new level of pleasure was completely foreign to a robotic alien like her, and now she could only envy and laugh at what her kind had been missing out on. Megatron thought Cybertronians were the most superior beings in the entire universe…well, he was fucking wrong!

Her entire race was completely ignorant of this astonishing process. The pulses that rocked her Spark-chamber and down her body as she kept on having an orgasm paled to anything her kind could ever hope to experience. This…was phenomenal! Sex was more than just a process to reproduce, it was a huge emotional and sensational experience and she actually respected humans for treating it with such reverence as they did with all their videos and photography she had seen on the internet. It never made much sense why they exposed themselves so much or why some humans revolved their entire life around engaging in this process, but now it all made perfect sense to her. This was the greatest thing she could have ever tried to do and she was going to make it last as long as possible.

She was in for a bigger shock though as Jack was finally reaching his limit. After driving himself into her tight, hot, vibrating core for what might have been a full hour, he was getting ready to explode and this time, it felt even bigger than the last one. He warned Airachnid that he was close and all she did was scream for him keep fucking her. He did his best, holding back for another ten minutes and then he could no longer hold it back.

"I'm cumming!" Jack roared thunderously, shaking the room and the berth they fucked on.

"YES! Let it inside me! I want to feel it inside me!" Airachnid exclaimed in a near insane pitch, throwing her legs out as wide as they could spread and squeezing both of her breasts after unlatching them from her lover's body, staining her chest with his Energon.

The exotic sight her body was in now had done it for Jack. Wrapping his hands around her petite mid-frame, he lifted her half-way up off the berth and slammed his complete length into her soaked insides and fired hot, almost endless streams of cum deep with her pussy. Airachnid found her voice-box could reach a new pitch and her optics started to go blind as her body started to light up where there was folds and slits in her armor. Jack's body matched her glow as his own was pulsing in response to the enormous orgasm they shared and he nearly collapsed down on top of her. He just barely caught himself and tried to remain up on his shaky legs, his servos quaking more than he would have liked to trust, until he was able to move enough to lie down next to Airachnid on the berth.

It took a moment before her optics could see again, completely high on the rush that sparked throughout her entire body and panted heavily. "…By the Pit…I-I cannot believe it was that intense!"

"Neither did I," Jack replied somewhat winded sounding, finding he was panting himself, even though neither really needed the air.

She wrapped herself as best she could around Jack, keeping him buried inside her as she did; not wanting to lose the filled feeling it gave her to have him there. "Of all the galaxies I've explored and the creatures I've…played with…this, this beats everything I've ever done." She moaned happily.

"I have to agree…even if my own experiences feel short from what I can remember," Jack replied, and for the first time since he awoke into this strange new life, he didn't care about remembering them. He just wanted to bask in this afterglow that radiated inside him as he gazed down at her with a determined look. "I want to fill in that loss with the memories we are going to make and have made." He caressed her faceplate lovingly. "I want to remain with you, always…"

She placed her hand over his and smirked up at him. "I will see that we are always together, my dear Jack. No Decepticon or Autobot is ever going to take you away from me…" she vowed while secretly adding. _'Not even that fucking motorbike Arcee…I'll be slagged for spare parts before I let that bitch take back her partner…He's mine now…and will always be mine.'_

Completely unaware of her thoughts, or caring for them, Jack began to move and she felt his dick starting to harden again inside her.

"Up for another round?" Jack said.

"If that's a challenge…don't stop even if I break!" Airachnid challenged with glee and rolled until she was on top of him, and the two began again.

**xXx**

A rift appeared as a swirling portal opened up near the planet Mars, it glowed near one of the moons that orbited the red planet. A ship vessel slowly breached the portal and it sailed onward and away from the red planet, its course locked onto the next planet closest to it.

Sitting inside the vessel's bridge, the commander of the ship glared out into the void as he relaxed in his seat. "Helmsmen, is this where you located _her_ last known course?"

The one he had spoken to looked up from his console and nodded. "Yes, sir! This was the last known location her vessel had been heading for. It's also known that there is one planet in this solar system that might have caught her interest as it has been reported to be home to a sentient organic-based species."

"That sounds like what she'd be after all right," the captain murmured. "Set course for the planet and we'll begin our investigation as soon as we've landed."

"Sir…I must warn you, this planet has been reported have Decepticons…and Megatron himself!" the helmsmen reported cautiously.

"I don't give a damn if it was Unicron himself! Nothing will stop our mission…nothing," the commander said with steeled conviction. "We cannot allow her to risk spreading her infection, if she hadn't already. We've just been fortunate so far that she's been more determined in killing every living thing she's come into contact with."

"And if she has started infecting?" the helmsmen questioned.

"You know the answer to that already…we wipe it completely out, no matter what," the captain stated sternly and with a tone that ended the entire discussion. He brooded quietly as he brought up a holographic image of the designated planet and frowned deeply. _'If she has indeed began giving into her nature…and even if it means sanitizing this entire planet of life just to kill her…so be it. I will not let you live another moment longer…Airachnid!'_

**xXx**


	9. Chapter 9

**Disclaimer: **I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

**A/N: **Here's another one, enjoy.

**xXx**

_**Rise of the Predacons**_

**Chapter 9**

The sun was slowly starting to set and the beauty its dimming light bathed over the desert that surrounded Jasper went completely unnoticed by two individuals. The first one was Miko, who by all rights should have been in an ecstatic mood when her partner Bulkhead came back online and they had worked on their first exercise session. Yet the transfer-student, now first human Wrecker-in-training, had only shown sternness and a steely resolve to force Bulkhead back up to his prime state of health, or close to it as his damages thanks to the effects of Tox-En and his injuries at the hand of Hardshell would make it near impossible to be to be in complete top form as he once was. Were it not for Ratchet's insistence and wise words that Bulkhead would still need time to recover and that pushing him too soon would only cause more permanent damage, that Miko relented and stormed away, looking all none too happy about being told what to do.

Wheeljack was thrilled to see his Wrecker buddy back up, and even tried to consul Miko about the good points, but the girl just glared and humphed at anything he said, leaving him clueless to why she was still so angry. Wordlessly, Arcee had followed Miko up to the top of the base, where she began softly talking to Miko, who lashed at first at the femme Autobot, only to regret her own words at they had struck a very touchy and painful topic for Arcee: namely her deceased partner, Cliffjumper. This soon led to Arcee telling Miko about her time when she first became his partner and how they ended up on earth and how she used to be before he entered her life, and the loss she felt when his Spark went offline.

They then spent the rest of the evening sitting together, Miko's tiny hand placed over Arcee's finger as the two continued to share the moment in renewed perspectives.

Not too far away from the scene…was June.

She had gone up to the roof of the base to get some time alone from everything to try and sort her thoughts in peace. Her emotions were on constant edge as she had no idea what would happen now. The abduction of her son had weighted heavily on her heart and she was relieved to know he was still alive, but her eyes continued to tear up with the knowledge that her son was no longer the same person he once was. He was a monster now…or as Agent Fowler continued to state whenever her son was brought up. Optimus Prime had given Ratchet a full report of Jack's new form and what she heard the Prime mention, it did indeed sound like Jack was a monstrous figure. It was almost too much to bear with just knowing her son was out there in the clutches of the one that had done that to her poor baby, using him whatever sick and twisted game she was playing, and she could only imagine the worst was happening to him, even at this very moment.

The only thing that gave her strength to even continue on was the hope of Ratchet concocting a vaccine that would return her son to the way he was, the way he was meant to be. She should have been firmer with him when she first learned he was interacting with alien robot life-forms. Had she known this kind of event might have happened, she would have taken him away from this dangerous life and locked him in his room and…

"…God, even if he was still normal, all I could think about is making him what I wanted him to be," June sobbed as she hugged herself as she slowly started to come to a realization.

Her son had been altered because of the designs of a psychotic spider robot. She wanted Jack to be something that she deemed appropriate and not once giving a care about what Jack thought. When June started to think about all the things that she wanted Jack to do…she started to see that in her own way, she was manipulating his life to how she saw fit. But then she tried to reason with herself that she was doing it out of love and because she wanted the best for Jack. She was only looking out for his future, but then she started to think again about what Airachnid had done to make Jack into a fitting partner, or whatever she had planned. It was no different from her own ministrations of seeing that Jack became what she believed to be a respectable person in the eyes of society, only thinking it was for his benefit and taking into account last of his own happiness.

In a way, Jack had no hope of making his own future, not with the people around him constantly forcing to be what they thought he should be, whether he was safe in her arms and back to his human life, or at the mercy of that rogue Decepticon. He had no choice at all.

That only made June continue to cry and berate herself for the all the things she did wrong. She gave up trying to tell herself that it was for his own good, each time it made her heart ache the more she tried to convince herself. She wanted it to end. She wanted things to be normal again! She had made many mistakes in her life. One of them had been not being careful enough and ending up pregnant with a son, with a man who quickly got out of her life, and what was even worse, he left before she could tell him that she was having their child. She had secretly believed he knew she was and decided to get out while the getting was good and move on before he could take on the responsibility of being a father. It was just too quick when he up and left her alone in Jasper; a single parent who was just starting college and had to go through most of her nursing course between classes surviving and rising a baby. It had been stressful to say the least.

As Jack grew up, she did everything she could to be a good mother. Making sure he went to school and made good grades, having sacrificed her days off to help him study for particular subjects he was having difficulty with, or making sure he was fed properly and not eating that horrid junk food that would only ruin his health. She even pushed him to get a job so he could learn to take on more responsibility and be a good man, but then as she realized, she was only making sure Jack did not turn into his father. She didn't want Jack to be someone that would run like his father had, not wishing for some other unlucky girl to end up living the kind of life she was forced to live. That was the root of it all, she finally realized, and she loathed herself so much that she never once believed her son could be a better man that his father on his own. She just assumed he'd lead that life and she had to do everything she could to stop it, even if it meant taking away a good portion of his childhood. All it did was make him grow up faster, mature sooner than other kids had to, and yet through it all, she denied his early maturity and claimed he knew nothing because he was still young by her standards.

What kind of a mother had she been? She basically ruined his younger years just because of her own fears.

These thoughts continued to plague her and she felt she was the one to blame. If she hadn't been so stern with him, Jack might not have decided to get mixed up with alien robots and been allowed to have a normal life like other kids his age. It had to be out of desperation as to why he joined up with them, to gain some freedom from her constant mothering, he wanted to get away from her. She still remembered how disgruntled he got whenever she came to the base to check up on him, she was invading his only sanctuary, the one place he could open up and be really himself. Had she been a smarter parent, been more aware, she could have let him know that he could have been more open with her, that he did have a choice…but then, would she have realized that she needed to let him know had it not been for the recent turn of events that led to his alternate fate?

"I'm the worst mother in the world," June said and once more sobbed on quietly alone.

"You are not," said Optimus Prime as he was suddenly right by her side.

June looked up startled, wondering how self-absorbed she was to not notice the thundering footsteps of a robot of Optimus's size. "Oh! Prime! Please, don't look at me right now…I'm a complete mess."

"Is your current state considered unappealing to other humans?" Optimus Prime asked inquisitively.

June did her best to wipe away her tears with the sleeve of her coat. "N-No! I-I just don't like people seeing me all weepy eyed and so upset, that's all."

Optimus pondered for a moment and then kneeled down so that his face was somewhat easier for her to look at, as she had to crane her head so far back just to look at him. "Why do you not like people seeing you like this? Would they not be worried that you were so upset?"

"Hah!" June barked out before she remembered who she was talking to and quickly placed a hand over mouth. "S-Sorry for that outburst. No, many people would not give a damn about my feelings. I've built a reputation in this town long ago against my better wishes of being a harlot and no one cares what happens to someone like that…"

"What does this word harlot mean to humans?" Optimus Prime asked again after blinking his optics curiously.

"It's what we call women who give themselves freely to men. I'm not sure if you get my meaning, but basically, it's a woman who offers herself to have intercourse with a man with no thought of the repercussions that may follow. In my case, it was ending up pregnant with Jack," June answered, not really wanting to tell an intergalactic hero like Optimus Prime that. She viewed him as one of the strongest men she had ever had the privilege to meet, and she did not want him to view her as had almost everyone she knew had. It was bad enough all her friends deserted her when she told them she was having a child, but her own parents had not been too kind with the news either. To actually have gotten some respect, even if it was from an alien, it was a relief that she could relax around him and not be judged.

"I have never thought to ask you or Jack, but I have heard that children often have two parents instead of one. Tell me, what happened to Jack's father?" Optimus Prime asked with that soft tone he seemed to be using around her lately.

She sighed, deciding to just get it over with. "He bailed out. The frecking jerk. He left right before I could tell him the news that I was pregnant. He left me to face the trials of parenthood alone. I've never heard a word from him since."

"You mean, he willingly abandoned you and his own son?" Optimus Prime said and there was a deeply displeased tone in his voice.

"Yeah, the asshole must have caught wind he knocked me up, so instead of being a man, he ran like the yellow chicken he turned out to be and left Jasper behind him…and all he had done," June replied, trying not to start crying again. She had already done enough in front of Optimus and she didn't want him to think she was so weak.

"On Cybertron, we do not have parents. We are born in the state you see us now once a Protoform has been giving a Spark to give it life. But we did have mentors; those that would guide us during our path to whatever destiny had bequeathed us to take. Mine was Alpha Trion during my time before I became a Prime. He was a dear close friend and one I still cherish to this day. He was the closest human equivalent to a father I had in my life. I valued everything he taught me and was thankful for the wisdom he had deemed fit to pass onto me. To know that there are people like Jack's father who would not want to share such a precious bond…utterly repulses me," Optimus Prime stated, frowning deeply.

"S-So you don't think less of a girl who had a child so young?" June asked softly, daring not to believe what she was hoping to hear.

"I think you are a strong person. You have taken on both task as mother and father to raise a fine human being like Jack. The wisdom he has shown and the trust that he has earned from all those around him is proof you raised him well," Optimus Prime answered.

June widened her eyes some. "You heard what I said earlier, didn't you?"

"I had tried to make myself known to you…but you did not appear to notice anything but your inner turmoil…Also…" Optimus paused to point over to the ridge where Miko and Arcee were still having their private moment. "I did not want to speak too loudly to disturb them. They have been up here to reflect on the past as you obvious have."

"Geez, I forgot all about them. I really was out of it," June moaned and placed her face in her hands.

"It is understandable. We are all under great distress with the recent events," Optimus Prime said kindly.

"I just keep telling myself I want this all to go away. I just want Jack back at home, away from all this alien secret war thing so he can have a normal life…but then all I'd be doing is what Airachnid is doing to him now: Controlling him, and making him be what I want him to be," June wept, not able to hold back the new set of tears that fell down her cheeks.

Optimus surprised her when he reached out and placed his hand over her back and stroked it as he did when he comforted her earlier. "Never compare yourself to Airachnid, June. She has become a twisted, evil creature and only seeks to bring pain to those around her. You, are none of those things. You have done what you could as a single parent and raised a good son, never doubt that."

June leaned into his hand, needing all the comfort she could get at that moment as there was no one else to get it from and hugged her arms around his thumb, crying softly against his metal skin. "I've had to do so many things on my own. I did my best, or what I thought was the best for Jack, and yet I can't stop thinking all I was doing is what Airachnid is doing to him now."

"She has forced the nature that Jack must bear against his complete will. You have only shown your compassion to see that Jack becomes a person of good will, not of weakness like his father had shown when he departed your company," Optimus Prime said in what he hoped would bring her solace.

"You're the first one to ever see it like that…" June said softly, not really caring anymore that she was hugging the thumb of a powerful robotic leader like it was a teddy bear. "Everyone always just kept saying it was my own fault for showing poor judgment…and I didn't want Jack to go through what I had to. It was just too much to bear."

"You are welcome, June," Optimus Prime replied with that same soft tone, slightly curling his fingers around her in response to the hug she was giving him.

They spent the remainder of the sunset like that. June continued to hold onto Optimus Prime's thumb as she would another person and the Prime just remained in that same position unmoving save for his fingers around her to stroke her back some. Miko and Arcee had spotted them when they had decided to go back inside the base, but Arcee had wisely kept quiet and quickly got Miko down before she could make some loud comment that might ruin the moment her leader and Jack's mother needed to share alone.

Finally it was getting late and the wind was particularly chilly at the high altitude and June was soon shivering from it and the growing coldness of Optimus Prime's metallic skin. "…I better get back inside. I'm starting to get really cold out here."

"Indeed, the temperature has dropped sufficiently to be slightly hazardous for human comfort," Optimus Prime said in agreement, then started to remove his hand around her, only to pause when she gripped the tip of his thumb tightly.

"Thank you…Optimus. I really needed someone to talk to," June said graciously.

The Prime nodded in reply and was going to leave it at that, but he felt that something else was needed as the look in her eyes spoke volumes to him. "If you need to discuss any matters…I will listen and do whatever is in my power to do so."

"God…" June sighed and rested her forehead against the end of his thumb. "If only I was smart enough to find a man like you, Optimus. Maybe then I'd had better luck in life." It was only after she had spoken that aloud did she realize just what she had said and to who she had said it to. Bolting up in embarrassment and no longer troubled with the cold as her whole body heated up, she unlatched herself from Prime's thumb and quickly started to march to the elevator, muttering to herself completely red in the face. "Ohmygod, ohmygod, ohmygod!"

Optimus Prime was left staring in wonderment as she departed rather abruptly, feeling he had just missed something of vital importance. "…Did I say too much?"

**xXx**

The night had gone by peacefully, if somewhat restless as everyone in the Silo was worried about Jack. Agent Fowler had managed to convince his superiors that the trail to the mountains was a dead end and that there were still no signs of either Jack or Airachnid, but Fowler had sent some of this people to search around the mountain area, letting the Autobots do clean-up inside the cavern where Jack was reborn to cover any evidence that they indeed did find Jack there. It had been difficult to remove the webbing from the energon, even more so to destroy it until they cleared the chamber of all energon and ignited the stuff. It had proven very flammable as some of its strands still contained traces of energon. Ratchet had been part of the clean-up crew, wanting to take as many samples as he could of the cocoon Jack was inside while the others collected the still usable energon deposits. They were still in a war and anywhere they could get energon before the Decepticons could, was a win-win situation for them.

Ratchet did advise that the energon they collected be kept separated from their stockpile until he could analyze it for any contamination. Just to be on the safe side so that further infection did not spread to anyone else. It had taken them some time to clean out everything, but it had given them all something to do to keep their minds off other things, at least for now. It was then that after they had transported the last bit of energon, did Raf alert them to something he found on the internet during his sweep of any photos or proof of Cybertronian life that had accidentally been caught.

Who would have known that a mysterious meteor would have turned out to be a Decepticon escape pod after Team Prime went to go investigate it. No sooner had they realized its origin than they were attacked by a squad of Vehicons, and oddly just them, no Insecticons were anywhere to be seen in their ranks, but there was still an impressive amount of forces that forced them back.

"Than many Vehicons couldn't have come out that one pod!" Arcee declared, both blasters firing off at the enemy.

Ratchet backed up to her side, firing his own blaster. "The humans refer to the phenomenon as a 'clown car'!"

More firefighting ensued and soon from nowhere, another set of blasters began firing from behind the Autobots, but none of the shots struck a single Autobot. Arcee and Bumblebee looked behind them to see a White Cybertronian with blue and red streaks come charging at them from the woods behind them.

Arcee and Bumblebee took aim at him and were about to fire on him as he kept on coming at them, but the white Cybertronian shouted at them. "Down in front!"

Thanks to so many centuries of constant war, the two Autobots had good instincts to know he was a friendly and ducked down as he had told them. He jumped right over them and their cover and blasted away with almost wild abandonment at the numerous Vehicons that were attempting to swarm the Autobots position. The new guy had managed to land a few shots on Vehicons, but he was starting to get a bit too flashy with his shots and his dodging, and in a random valley of shots, one of his beams ignited a pool of energon that had leaked out of the crashed escape pod, setting it blazing back to its source and exploded the pod.

Team Prime had managed to duck behind cover before they were caught in the explosion, including the new guy. When it had settled down they inspected the terrain to see that all the Vehicons and a good portion of the area blown to bits and burning slowly in blue flames.

The new guy exclaimed excitedly as he jumped up on top of the boulder which they had used to hide behind. "Too hot for you Cons?!"

Arcee immediately knew she would not like this bot, whoever he was. He was too cocky and it rubbed her wrong that he actually tried to take credit for accidentally setting off the energon spillage. There was a bit more argument, mainly if they should trust the new guy, not wanting another spy like Makeshift to happen again. First they learned his name was Smokescreen and a he graduated from the Elite Guard, which he grumbled wasn't as flashy as he had hoped it would be, mainly he didn't get a formal graduation ceremony due his status, but what was really interesting was that he was stationed in Iacon with Alpha Trion.

"You were stationed under the Master Archivist?" Optimus Prime said with a hint of amazement.

"Yeah, the old guy was a bit dull. I'd rather have been put out in the frontlines and blasting away at Decepticons!" Smokescreen boasted, punching at the air, but quickly humbled himself when the Prime stared at him blankly. "But he turned out to be a good teacher as well as a good friend. Heck, he was the one that petitioned to the council to make you a Prime!"

That was all Optimus needed to hear. "Raf, open the Ground-bridge."

"Just like that?" Arcee gawked, not believing Optimus Prime would decide so quickly.

"If Alpha Trion had felt it wise to convey that knowledge to Smokescreen, then he must have trusted Smokescreen enough," Optimus Prime simply stated.

Just then, the Ground-bridge opened up and all the Autobots returned to base. As soon as they entered, Smokescreen noted right off the bat all the small organic life-forms about the base, stripping the place up.

"Whoa! You've got an infection going on here?!" Smokescreen shouted and activated his blasters.

"Stand down, Smokescreen!" Optimus Prime had ordered, shocking everyone as he literally slapped the Elite Guard's arms up.

What no one but Optimus Prime had noted was that when Smokescreen had pointed his blasters, he had inadvertly aimed them…at a very surprised June.

"Ouch! What was that for?!" Smokescreen yelped, waving his hands to get the sting out of them after they transformed back.

"These life-forms are the sentient species of this planet. The first priority you will come to understand is that we do not harm innocent indigenous life. Do not forget this, Smokescreen," Optimus Prime said sternly, his optics borrowing into the rookie with all his authority.

"R-Right…no hurting the small life-forms…got it," Smokescreen uttered as he took a step back in fright from the Prime.

"Uh…new guy?" June spoke up after she got over her shock of having weapons pointed at her.

"Indeed," Optimus Prime answered her and then turned his full attention to the rookie. "Smokescreen, we are currently undergoing deconstruction of the Silo, because a Decepticon prisoner had somehow escaped her Stasis Pod and escaped the base. Since we cannot trust her to not give our location to Megatron, we must relocate."

"Whoa, who was it that got away?" Smokescreen asked.

"Airachnid," Arcee hissed bitterly, curling his fingers into fists.

Smokescreen froze. "She's here, too?! Damn, I heard about her. She's a real sicko."

"I fear her crimes are more severe than you can imagine. Right after her escape, she had kidnapped one of our own…and altered him in a surprising method we never would have thought possible," Optimus Prime stated sadly.

"I probably shouldn't ask, but what happened to the unlucky bot?" Smokescreen asked once more, too curious now.

"It was my son she kidnapped. She took him out of his own room and carried off and…and!" June almost let it slip that her son had been mutated into some giant techno-organic robot, but she immediately caught herself. The people that were stripping the Silo were on their side, but Agent Fowler and Optimus Prime had stated firmly to keep Jack's current condition a secret.

There was no telling who was really working for whom. For all they knew one of these men or women helping them move the base might actually be in league with M.E.C.H., or someone in the government that might take the news of Jack's transformation as a serious threat. Or worse…harvest him and try and replicate the process that turned him into a Cybertronian.

Smokescreen raised an metallic eyebrow. There was something else going on and he could quickly tell. He was selected to join the Elite Guard for a reason after all, and one of those things was that he could tell when something was wrong. He started to voice his suspicion when Optimus placed a heavy hand on his shoulder. Looking up he saw the Prime shake his head, silencing him.

Ratchet quickly changed the subject. "Well, since we've got a new set of hands and feet, we can get this move underway faster!"

"Indeed, old friend. As soon as we've finished moving, we can begin tracking down Airachnid," Optimus Prime said, giving the medic a thankful glance. He would inform the new recruit of what was really going on, but now was not the time with so many humans about. He was uncomfortable keeping secrets from their human allies. Were all of humanity united in their view, he would alert them to the danger Airachnid has created.

Unfortunately, with the presence of M.E.C.H., the human organization equivalent to Decepticons, hiding in secret and looking for any hint of advanced technology, it made things too risky to chance. Should M.E.C.H. learn of a virus that can turn humans into robotic beings, there was no telling how many soldiers M.E.C.H. would create; greatly tipping the fragile balance of power on earth. And if not them than the government the Autobots have aligned themselves to might try to use the virus for their own ends before another controlling power could.

Optimus Prime was pulled out of his troubling thoughts when he saw Raf waving to everyone, trying to get their attention. "Hey, hey guys!"

"What is it, Rafael?" Optimus Prime inquired, walking over to the smallest of their human allies.

"Better take a look at this," Raf said and quickly pushed a button on his keyboard.

Something moved up to the main monitor, being one of the last pieces of equipment that hadn't been dismantled for transportation yet. It was a photograph of a huge red formation of crystals at a construction site. Ratchet slowly moved up the monitor as his mouth gasped open silently. "Oh my…"

"So I'm just guessing that's a really important thing right there," June remarked, looking at all the Autobot's shocked expression.

"It is indeed an important thing. That…is red energon. An extremely rare and volatile form of energon when refined into fuel it can provide the power of hyper-speed," Ratchet quickly explained.

"We must have Agent Fowler clear the dig site of all human presence. In the event that we are not the only ones who have discovered its location," Optimus Prime stated and began moving to the console.

**xXx**

Roaming through information on a still operation console, Jack was searching through the internet in the laboratory. Behind him the Insecticons were doing their best in repairing the hole they had carved to removed Starscream from the interior of the ship. Airachnid was lounging on a berth, just watching her lover as he worked. She had expressed wanting to remain in their room and continue exploring her now top favorite activity, but her partner had stated they'd have plenty of time for that. They needed to build up their resources and being preparations if they were going to build an empire to rule. She had just received reports from the scouts they sent out that they were already finding energon deposits that had yet been discovered by the Decepticons, and they were beginning to mine them, so they wouldn't run short of fuel, but Jack stated that energon would not be enough.

The earth, for whatever reason, was littered with Cybertronian artifacts. How he still remembered them bothered Airachnid, because there was no telling what else he may remember or will at a most inconvenient time. She did not voice her suspicion, not wishing to make Jack worry why she was so concerned about his memory recovery. So she would to work with them and pray should Jack begin to remember, he'd be too loyal to her to turn on her…at least until she could find a method to reprogram his mind and delete the unwanted memories from his brain.

She was still curious to why he was wasting his time searching the human internet, but again he stated that a clue was always found in some unsuspecting article or blog; whatever that was. She humored him, though, thinking once he satisfied himself…he can return to satisfying her.

"Find anything of interest yet, my precious partner?" Airachnid asked, stretching out her arms and curling one leg over her other.

Jack did not look at her, much to her displeasure, but he started to chuckle deeply and tap at the console screen. "It just so happens, I did. There's been a report of a dig site…and it looks like some humans had discovered an odd crystal formation, and if I'm not mistaken, it looks a hell of a lot like energon."

Airachnid extended her spider legs and picked herself up off the berth and walked over to him. "Let me see."

Jack moved his great bulk out her way and her optics widened in surprise when she saw the picture the article was talking about. "That's red energon!"

"Is it better than normal energon?" Jack questioned.

"My dear, you have no idea what a find this is! Red energon is very rare, if somewhat unstable, but when processed…it grants us hyper speed!" Airachnid revealed.

Jack's grinned wickedly and rubbed his chin. "Then I think we should go and harvest this red energon. No doubt the Autobots may already have become aware of this dig site and probably will make haste to collect it."

"You know this how?" Airachnid questioned, hiding her worry very carefully.

Jack shrugged. "I know the Autobots keep an eye on the internet. Mainly to find any pictures or other evidence of Cybertronian existence and delete it. If they are keeping to that pattern then one of them will have found this discovery if they haven't already."

With the urgency suddenly popping up, Airachnid did not want to waste any more time probing him for more questions. She feared if she continued she may bring up something that might trigger more unwanted ones. "Then we must hurry to this location….immediately!"

"My lady and my lord! We had found a miniature transporter among the surviving equipment! We can bridge right to the location and immediately take control of the dig site!" Kickback reported.

"Excellent! We can leave right away. Kickback, you will accompany us along with six other warriors," Airachnid commanded.

The Insecticon bowed deeply to his queen. "You honor me, my queen."

"If this mission goes well, then you will be made your king's second-in-command. You have shown great potential out of the hive," Airachnid stated.

Kickback's metallic mandibles clattered in excitement. To be picked out among the many of the hive was a great achievement amongst the Insecticons. To be recognized and given a higher position than mere warrior was a dream come true. "I shall not fail you, my queen!"

"See that you don't…" Airachnid warned lightly. She was being generous and if the Insecticon proved he wasn't as efficient as she had thought…well, there were plenty of warriors to pick from.

Getting over his excitement, Kickback turned to Jack. "My king…what of the humans? What if there are any there? They may hamper our mission." Since Hardshell came back almost completely offline, the Insecticons had developed a healthy respect and fear of the human race.

Airachnid glanced at her lover out of the corner of her optics, wondering just what he might do.

Jack stroked his chin once more, then snarled, "We will give only one warning to them…if they do not heed it, then they have forsaken their lives."

An evil smile grew on Airachnid's faceplate, which was matched soon by all the Insecticons. "Well spoken, my love."

"I will not allow anyone to get in our way," Jack proclaimed as he stalked up to his spidery lover and took hold of her and pressed her frame against his possessively. "I don't care if they're human or Cybertronian, if they wish to challenge us…then they will be met with force."

"Mmm, and we will have a proper celebration once this mission is over, my sweet. Be sure of it," Airachnid said, reaching up and stroking his faceplate lovingly.

Jack placed his massive hand over hers and kissed her palm. "Then let's not waste any more time!"

Kickback picked six of the closest Insecticon warriors nearby and then quickly activated a Ground-bridge once he had keyed in the co-ordinates, then with respect, handed the device over to his king and queen, who took it, and with the chosen Insecticons in tow, they marched into the portal. Once they walked out on the other side, Jack was not in the least bit happy at the scene. The entire place looked abandoned. Not a single human was present and that made him worry.

"It seems that I was correct in my assessment of the Autobots. If there are no humans around, then they must have gotten them out of the way so they can come collect the red energon themselves," Jack said as he stalked toward the dig site.

Airachnid scanned the area and grinned when she spotted the red energon, already mined and placed in a container for transport. "At least they were kind enough to leave it packaged for us," she said as she pointed up at it.

Jack looked up and smirked. "Small favors, indeed!" he looked over his shoulder. "Kickback! Secure the red energon and transport it back through the Ground-bridge. Hurry! Before any Autobots or Decepticons show up!"

"As you command, my king!" Kickback replied and roared at the Insecticons around him and as one, they transformed and climbed the support beams of the crane that was holding the red energon container.

None of them bothered to even try operating the equipment. Their bulk and limited patience did not deem it necessary to carry out their king's command. They swarmed around the container and lifted it up once Kickback had bitten through the cables holding up the container. Just as they were lowering it down, a Ground-bridge appeared on the far side of the dig site and out came Optimus Prime, Arcee, and Bumblebee.

Optimus Prime widened his optics when he saw the Insecticons moving the red energon and drew out his blasters and took aim. "You will surrender the red energon now!"

"I think not…Optimus," Jack replied, gaining the Autobot leader's attention as he locked his Thermo Cannon on Optimus after charging it up.

"Jack? What are you doing here with the Insecticons? Have you joined Megatron?" Optimus Prime said, fearing greatly for the once human teenager.

Jack chuckled but did not lower his weapon. "I am not on Megatron's side…nor am I on the Autobots, Prime. I am on my own side."

Arcee stalked up with her blasters up and pointing at Airachnid. "Then why are there Insecticons here?"

"The Insecticons do as I command, Arcee. They are once again my warriors and I have recalled them from Megatron's service to take their right place with me…and my Jack," Airachnid answered, using her spider legs to walk up Jack's side and sit down on his shoulder, stroking the back of his head affectionately.

"So you aim to state your own part in this war, Jack?" Optimus Prime deduced, not liking this at all.

"Airachnid and I have no desire to be under Megatron's rule, Prime. He wastes too much and gives nothing in return. He would use us until there is nothing less and cast us aside. That is no future for our kind," Jack stated, locking his optics directly on the Primes. "But I also can't trust the Autobots, either. Regardless of your neutral position here on earth, you still answer to a human government, and they will force you to give us over to them or terminate us. So it is better that we stand apart for both sides and make our own."

"Jack, this does not have to be," Optimus Prime said, lowering his blasters in hopes to gain some trust and show he was very sincere. "I know you are still confused after your transformation and you are only looking to protect yourself, but we are not your enemies."

"But you are Airachnid's. Can you say that you won't do anything to her?" Jack growled.

Optimus Prime looked grim, then nodded. "If she is willing to not harm another Autobot or any innocent life, then we will extend that friendship to her."

"Optimus! You can't be serious!" Arcee shouted.

Optimus kept his gaze on Jack. "Jack…your mother is very worried for you. Think of her."

"…M-My mother?" Jack uttered, looking confused suddenly.

"Do you not remember her?" Arcee questioned upon seeing the reaction they got out of Jack.

Airachnid hissed. "Jack! We cannot trust them! They are trying to trick us!"

Jack only heard her partly. His gaze wandered slowly away as his processers tried to find any reference to the mother the Prime had mentioned. He only got a faint recall of someone in his life, someone that had looked out for him since he was born. He tried to pull more but he felt multiple limbs shaking him.

"Jack! Don't get sucked in by their game! They're only seeking to destroy us!" Airachnid cautioned.

"I…I…" Jack stuttered, looking very lost at that moment.

"You have to trust me," Airachnid cooed at him, leaning in and kissing him.

"Jack?!" Arcee suddenly snapped, looking completely shocked by what Airachnid had just done.

The kiss. It was so familiar and it was so reassuring for Jack. It was the only thing he could rely on and the one thing that grounded him. He kissed her back feverishly, not at all caring that he was putting on a bit of a show in front of the Autobots, then pulled back from Airachnid.

"I do trust you, my love…but," Jack started to say when suddenly a light from above caught his optics. "What is that?"

Catching his expression, Airachnid looked up at whatever had gotten his attention and her optics widened in fear. "No! It can't be! Not them!"

Jack suddenly felt Airachnid's entire frame start to shake, as if she was…afraid? "Airachnid? What is it?"

"We have to go, now! Before they find us here, Jack!" Airachnid almost screamed.

Optimus Prime looked up at whatever had Airachnid so panicked and soon his own faceplate matched Airachnid's. "…No."

"Optimus, what is it? What is that?" Arcee said, looking up as a great light descended from the night sky, until she realized it was something entering the planet's atmosphere. Zooming her optics to their maximum scope, she barely made out what looked like a ship. "Is it the Nemesis?"

"No…It is not Megatron's vessel," Optimus Prime answered, he waited another moment until the ship got closer, hoping he was wrong…but as the vessel started to descend toward the surface of the planet, more precisely, over their exact location, he grimaced. "It is the…Voyager."

"Voyager? I've never heard of that ship," Arcee admitted.

"Nor would you…but you have heard of its commander…" Optimus Prime stated grimly.

"Springer…" Airachnid hissed with all the hate in her Spark.

**xXx**

**A/N:** Dun, dun, DUN! The plot has not taken a tremendous turn from the original plot line of the show. From now on, things will act out differently than they did at this point of events. For those of you wondering, yes, I've taken into account the new season of Transformers Prime and already worked out the new elements that will take place in this fanfiction, and because of the new season: No, Jack will not be renamed Predaking, as that has already been declared by Hasbro as the new threat in Season Three of Transformers Prime. And depending on further elements of the show, this fanfiction will still most likely branch off from that plot-line. Still, though, Predaking will be in here and he will have a major role to play, and it will evolve Jack's position as the leader of the soon-to-arise Predacon forces.

As for Springer's involvement in this story, well, you'll just have to keep reading and find out.

Till then…


End file.
